www. ironwood advisory .com

1. TRANSITION MANAGEMENT Change is the only constant. www.ironwoodadvisory.com

2. Transition Management Interim, Supplemental & Growth Management Turnaround, Restructuring & Crisis Management Debt or Equity Financing, Sales & Acquisitions Corporate Finance

3. Who We Are • Business Transition and Renewal Firm • Interim Reengineering of Business Processes • Turnaround, Crisis Management • Refinancing Debt/Equity; Ownership Transition • 25 Senior Business & Functional Experts • 500+ years of Business Experience • Individual & Team Approach • Best Practices • HQ in Los Angeles • Orange County, San Francisco, Chicago • Boston, New York, Tampa, Durango

4. How We’re Qualified • EXPERIENCE • CEOs, COOs, CFOs in Multiple Companies • “Been There, Done That” • IN: Restructurings, turnarounds & successes • Growth Management: start-ups & start-overs, • Sales Increase & Market Expansion • FOR: Fortune 1000 Companies • Small Companies • Extensive Variety of Industries

5. Options Often Narrow… Flat-Lining or Underperforming Symptoms: Customers Defect to Competitors Cash Running Short Flat Lining or Underperforming ~ Many Options Options Early Crisis Fewer Options Late Crisis(Bankruptcy) Liquidation Concrete Actions & Results Actions: Controlled Transition Early Intervention Time

6. Flat Lining or Underperforming Market Share Diminishing Symptoms: Complaints Increasing A/R A/P Slowing Financial Ratios Deteriorating  Options  Flat Lining or Underperforming ~ Many Options Reduce Cycle Time Cut Variable Costs + Fixed Overhead Modify Reporting and Accounting Systems Actions: Revamp Strategic and Operating Plans Listen to Customers Confront Situation  Time 

7. Stuck in Neutral - Eventually Will Die Growth has been “Neutralized” No forward motion Starving in the Doldrums Management incapable of acting creatively Imperative: Recognize Fact & Act The company needs help! (But the issues may be hidden) The Fate of the Flat-Liner

8. TRANSITION MANAGEMENT: Interim, Supplemental & Growth Management Top Level C-type Executives Assist Management in Recognition, Analysis, and Action! If Market Decay ~ Revive Markets If Operations Decay ~ Restore Efficiency If Financial Status ~ Restructure Debt/Equity What We Do

9. What We Do – Specifically • Confront Situation • Listen to Customers • Revamp Strategic & Operating Plans • Modify Reporting & Accounting Systems • Cut Variable and Fixed Overhead • Reduce Cycle Time

10. Early Crisis – Fewer Options Notable Revenue and Earnings Decline Ratios Off & Bank Covenant Violations Symptoms: Quality Problems and Returns Credit Line Maxed Out Significant Liquidity Problems Acute Production Problems  Options  Early Crisis Fewer Options Sell Company Sell Fixed Assets Restructure Debt Actions: Change Management Create a Plan Assert Control  Time 

11. What We Do • TRANSITION MANAGEMENT: • Turnarounds, Restructuring & Crisis Management for • Financially Impaired Companies • Market Disconnected Companies • Operationally Deficient Companies • Turnarounds by • Problem Solving, and • Breakthrough Implementation

12. What We Do - Specifically • Advise or Take Control • (Ironwood: Advisors or Executives) • Review Operations & Restructure • Refinance and/or Liquefy Assets • Long term or short term • Deal with Banks • Monitor Mgmt ~ Recommendations • Review Sale of Assets or Company • Conduct sale of Assets/Company

13. Late Crisis (Bankruptcy) No Cash/Loans in Default All Financial Ratios Negative Symptoms: Customers Defecting to Competitors No Raw Materials Employees Rushing for Door Lawyers Taking Over  Options  Late Crisis(Bankruptcy) Chapter 11: Some Flexibility Sell Company Actions: Reorganize without Court Protection Rehab Business with New Financing  Time 

14. What We Do - Specifically • Often Take Control (C-Level Position) • New or DIP Financing (if still possible) • Out-of-Court Restructuring • In-Court Restructuring • Renegotiations of Leases, Contracts • Creditors Committees • Chapter 11: Pre-Pack / Filing

15. Liquidation & Wind Down  Options  Liquidation  Time 

16. What We Do - Specifically • Provide “Soft Landing” • Orderly Liquidation • Wind-Down of all Operations • Assets • Liabilities • Employees • Taxes & Filings • Disbursements & Much More

17. Actionsto Conserve Options Flat-Lining or Underperforming Symptoms: Customers Defect to Competitors Cash Running Short Options Early Crisis Fewer Options Late Crisis(Bankruptcy) Flat Lining or Underperforming ~ Many Options Liquidation Concrete Actions & Results Actions: Controlled Transition Early Intervention  Time 

18. Transition Management Interim, Supplemental & Growth Management Turnaround, Restructuring & Crisis Management Debt or Equity Financing, Sales & Acquisitions Corporate Finance

19. What We Do • TRANSITION MANAGEMENT: • Debt & Equity Financing • Sales & Acquisitions • Corporate Finance • Small to Mid-Market • For Owners of Businesses • For Buyers of Businesses

20. For Business Owners • Recapitalize the Business • Restructure or Add Debt • Develop Exit Strategies • Liquidate Part Ownership • Family Business Transitions (vs. Generational) • Novel & Non-Institutional Financing • Overseas Outsourcing Search & Management • Design and Execute Acquisition Programs • Sell the Business

21. For Business Buyers • Strategic & Company Searches • Platform or Add-on Acquisitions • Consolidations & Roll-ups

22. Who We Serve Business Owners/Buyers • Principals • Management • Boards of Directors Lenders Law Firms • Asset Based Lenders • Factors • Banks • Corporate • Bankruptcy • Auditors • Tax Specialists • Private Equity • Venture Capital CPA Firms Investors Referral Network

23. What Industry Experience Manufacturing Aerospace Apparel Computer Peripherals Contract Manufacturing Furniture Metal Fabricating and Assembly Concrete and Construction Diamond Tooling Electronics Manufacture Plastics Telecom Food Processing Custom Manufacturing Real Estate Development Construction Technology Software Internet Commerce Telecom Distribution Automotive Aviation Hardware Import-Export Retail & Consumer Products Media & Entertainment Films Internet Audio-Video Repro Finance Institutional Investing Mortgage Lending Equity, Options & Futures Markets Commodities Markets Power Generation & Marketing Electronic Trading Insurance Health Care HMO Medical Devices Health Care Disposables Contracting Municipal Governments Defense

24. What Capabilities ~ In Sum • General Management • Strategic Planning • Model Building & Testing • Finance / Accounting • Restructuring Debt & Equity • Analysis & Restructuring of Financial Systems • Marketing & Sales • Research through to a Plan • Sales Management • Operations Management • Information Technology • Systems Analysis • Services to Business Sellers, Business Buyers • Acquisitions • Divestitures

25. Transition Management Interim, Supplementary & Growth Management Turnaround, Restructuring & Crisis Management Debt or Equity Financing, Sales & Acquisitions Corporate Finance

26. Relationship Starters • What’s keeping the CEO up at night? • That’s where we start, OR • Small, ‘shrink-wrapped’ Products • Periodic ‘Physical’ or Parts Thereof: • Due Diligence Package • Financial Review Package • Operational Review Package • Competitive Analysis Package I (Benchmarking against competitors) • Competitive Analysis Package II (Mystery Shopper) • Strategy Workshop Package • Implementation & Progress Reporting • Mergers & Acquisitions Potential • Due Diligence

27. How Change Happens • The Means: • Business Transition & Renewal Specialists: • ‘Been there done that’! Track record • Broad range of experiences • Individual & Team Approach • To The End: • Roadmap to Meet the Objectives • Missing Pieces to Fill the Holes • Breakthroughs to Get Past Logjams • Implementation to Get Results

28. MANAGEMENT FOR TRANSITIONS www.ironwoodadvisory.com