Chartwell Introduction and AEC Capabilities

Chartwell Introduction and AEC Capabilities

Comprehensive Financial Advisory Experience Chartwell provides financial advisory solutions to the middle market; areas of expertise include corporate finance, strategic advisory, and valuation services Founded in 1995 34 employees Multiple offices: Minneapolis, Chicago, Portland, and San Francisco Representing companies, shareholders, and fiduciaries in transactions, valuations, and specialized services Expertise in a broad range of industry sectors representing a cross section of the entire economy Executed transactions on behalf of both buyers and sellers leveraging this knowledge into superior results for our clients Leading national valuation firm: 400+ annual valuation engagements Traditional M&A, ESOP, and capital markets transaction expertise: 500+ transactions completed All securities transactions affected and offered through Chartwell s broker-dealer affiliate, CCS Transactions, LLC, a FINRA member Corporate Finance M&A advisory Capital markets advisory ESOP advisory Strategic Advisory Capital structure assessment Ownership optimization assessment Transition structure & execution Valuation Services Equity compensation Family business Financial reporting Shareholder Trustee ESOP advisory Page 2

Corporate Finance Chartwell s Corporate Finance group has substantial investment banking, capital markets, ESOP advisory, and strategic corporate development experience and expertise: Our team has career experience in investment banks, Fortune 500, and private equity, completing acquisitions and divestitures both as an advisor and as a principal investor Chartwell s Corporate Finance team brings all of its experience and industry expertise to every transaction As an independent firm, we are unbiased to outcome and free from conflicts; with integrity, Chartwell delivers solutions-based advice to optimize a client s objectives Corporate ESOP Advisory Equity sales to newly created and/or existing ESOPs Partial S-Corp and C-Corp ESOPs ESOP diversification, equity buy-downs, and restructurings ESOP terminations (buyouts) Sale of ESOP-owned companies Tax-free sales, 1042 election Complex ESOP structures involving multi-layered capital structures M&A Advisory Strategic sale transactions Financial sponsor (LBO): Majority, control sell-side Minority, non-control sell-side Management-sponsored leveraged buyouts (MBO) Buy-side transactions Divestitures Public to private Capital Markets Advisory Optimal capital structure advisory Act as placement agent in connection with: Growth capital Mergers and acquisitions Recapitalizations/ Refinancing/Restructuring Broad investor base: Senior debt Mezzanine debt Preferred/Common equity Page 3

Strategic Advisory Chartwell s Strategic Advisory group provides financial strategy and expertise to maximize shareholder objectives Whether it be working as an advisor on corporate development initiatives or developing an optimal capital structure analysis, we apply rigorous financial analytics to meet the client s objectives for each situation Our unbiased strategic advisory expertise builds long term, client relationships by delivering substantial value add on each engagement Corporate Development Capital Strategy Analysis Optimal Capital Structure Ownership Transition Transaction Design & Structure Strategic initiative consulting Growth strategies Acquisition campaigns Development of strategic investment thesis and rationale Integrated approach to analyzing a company s strategic plan, shareholder liquidity objectives, and future value trajectory with special consideration to repurchase obligation for ESOP companies Determination of optimal capital structure based on current market conditions Identification of goals and objectives Education on alternative strategies Financial analysis comparing and contrasting alternative outcomes Recommendation to shareholders and/or company on ideal strategy Minority/Majority sale to: Financial sponsor Strategic partner ESOP Management Family Page 4

Valuation Services The Valuation Services group delivers logical and meaningful valuation opinions with an independent and integrated approach Chartwell s valuation services are sound, supportable, and comprehensive Our understanding of capital market transactions provides practical experience and perspective when rendering our valuation opinions Chartwell goes beyond pure financial metrics and devotes significant energy to understanding a company's value proposition by assessing the unique nature of the business Equity Compensation Family Business Financial Reporting Shareholder Trustee ESOP Advisory Deferred compensation Compliance (IRC 409A) Financial reporting (ASC 718) Estate planning Family sales & gifting Charitable giving Tax planning Purchase price allocation (ASC 805) Goodwill impairment testing (ASC 350) Private equity portfolio Fair Value measurements (ASC 820) Buy/Sell agreements Shareholder disputes Buyouts Redemptions Annual valuation and advisory services Feasibility analysis Transaction origin and structuring Fairness opinions Capital structure and sustainability analysis Page 5

Leading National AEC Practice

Chartwell has Industry Knowledge and Experience in the Following Sectors Agriculture Commodity Food Equipment Feed Stock Architecture, Engineering, Construction General & Subcontractors Consulting Engineering Commercial, Civil, & Residential Business Services Business Process Outsourcing Marketing & Advertising Financial Services Consumer Products & Retail Food/Beverage Automotive Building Supplies Consumer Services Branding & Packaging Product Testing Consumer Research Energy & Infrastructure Electrical Distribution Renewable Energy Mining & Equipment Healthcare & Life Sciences Medical Device Ophthalmology Pharma Industrials Heavy Manufacturing Components Equipment Technology Electronic Components IT Consulting Telecom Services Transportation Logistics Trucking &Transportation Commodities Page 7

Architecture, Engineering, & Consulting Sector Approach Portfolio Involvement Team Keystone 45+ Architecture, Engineering firms Headquarters and operations throughout the U.S. American Council of Engineering Companies (ACEC) Exclusive sponsor of ACEC CFO Council Serve on ACEC Membership Committee Serve on Minnesota Chapter of ACEC Public Relations and Golf Committees National Society of Professional Engineers (NSPE) Dedicated team of professionals led by Chris Staloch, Managing Director & AEC Practice Leader Publish a quarterly newsletter focused on current trends in the industry Page 8

Industry Association Involvement Chartwell is a proud sponsor of the American Council of Engineering Companies (ACEC) Chartwell is the exclusive sponsor of the CFO Council Program Chartwell is published in the latest addition of Engineering Inc., ACEC s bi-monthly magazine: http://www.nxtbook.com/nxtbooks/acec/engineeri nginc0313/#/20 For the current CFO Council program please visit: http://www.acec.org/education/forums/cfo.cfm Page 9

Christopher M. Staloch, ASA Managing Director Chris is Managing Director of Chartwell s Architectural Engineering and Consulting practice. He provides valuation and financial advisory services to over 45 clients in this industry sector. In addition, he is a member of the American Council of Engineering Companies (ACEC). Chris has provided financial advisory services to privately held companies since 1997. He provides ownership transition consulting services primarily in the areas of business valuation and transaction structure. A substantial portion of his work relates to Employee Stock Ownership Plans and providing independent financial advisory services to ESOP Trustees and other corporate fiduciaries. Chris is a frequent speaker to employee and professional groups, boards of directors and ESOP Trustees. He has also presented to national trade associations related to employee ownership and valuation issues. Chris is an active member of the Employee-Owned S Corporations of America (ESCA), where he serves on the Advisory Committee. He is a member of The ESOP Association, where he is active on the Finance Advisory Committee as well as the Minnesota/Dakotas Chapter Program Committee. He is also a member of the National Center for Employee Ownership (NCEO). Chris has previously served as an officer of the local chapter of the American Society of Appraisers. Chris Staloch Chartwell Capital Solutions 33 South Sixth Street Suite 4750 Minneapolis MN 55402 612-230-3111 chris.staloch@ chartwellcapitalsolutions.com Chris is an Accredited Senior Appraiser. He holds Bachelor of Arts degrees in finance and marketing from the University of St. Thomas. He is a Registered Representative with Chartwell affiliate, CCS Transactions, LLC and holds FINRA Series 63 and 79 licenses. Page 10

Joseph J. Skorczewski, CFA Associate Joe has provided valuation services to privately held companies since 2004. Much of his professional career has been dedicated to providing independent valuation opinions to ESOP Trustees and other corporate fiduciaries. He also has significant experience on valuation for financial reporting purposes, including purchase price allocations, intangible assets, and management equity plans. In addition, Joe has experience with corporate finance engagements, providing financial advisory services for both buy-side and sell-side purposes. Throughout his career Joe has worked with companies of many different sizes in diverse industries. He has significant experience valuing companies that participate in the architectural, engineering, and consulting (AEC) market. Joe has presented on the topic of S Corporation ESOP Valuation Issues. He is an active member of the CFA Society of Minnesota, The ESOP Association, National Center for Employee Ownership, and the American Council of Engineering Companies (ACEC). Joe is a CFA charterholder. He is a Registered Representative with Chartwell affiliate, CCS Transactions, LLC and holds FINRA Series 63 and 79 licenses. Joe holds a Bachelor of Science degree in finance and international business, with honors, from the University of Minnesota, Carlson School of Management. Joe Skorczewski Chartwell Capital Solutions 33 South Sixth Street Suite 4750 Minneapolis MN 55402 612-230-3103 joe.skorczewski@ chartwellcapitalsolutions.com Page 11

Anna E. Frenette Analyst Anna has experience performing analysis related to a variety of purposes, including Employee Stock Ownership Plans, other valuation purposes, and corporate finance engagements. Anna is proficient in the analysis of public market guideline companies, merger and acquisition markets and evaluating industry and economic conditions that impact a company's operations. Anna has experience valuing companies that participate in the architectural, engineering, and consulting (AEC) market. She is also an active member of the American Council of Engineering Companies (ACEC). In addition, Anna has experience working with other professional service companies. As an undergraduate student, Anna spent a month abroad studying international finance and accounting, and international business in Vienna, Austria at Vienna University of Economics and Business, the largest business and economics university in Europe. Anna also participated in the honors program, taking a variety of coursework at the honors level including economics, management, and business statistics. Anna holds a Bachelor of Science degree in finance from the University of Minnesota, Carlson School of Management. Anna Frenette Chartwell Capital Solutions 33 South Sixth Street Suite 4750 Minneapolis MN 55402 612-230-3115 anna.frenette@ chartwellcapitalsolutions.com Page 12