1. February 2012
ParenteBeard
Overview
Presented by
Partner Name
Title
ParenteBeard LLC

2. Table of Contents
• Firm Profile
– Baker Tilly International
– ParenteBeard Footprint
• Practice Groups and Leaders
• ParenteBeard Value Proposition
• Our Approach to Services
• Flexible, Cost-Effective Fees
• Our Client Service Commitment
• Contact Information
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3. Firm Profile
• Headquarters: Philadelphia, PA
• Ranking: Top 25 CPA firm in the United States
– One of the 10 fastest growing CPA, tax and business consulting firms in the country
• Locations: 20 offices in Pennsylvania, New York, New Jersey, Delaware,
Maryland and Texas
• Total Team Members: 1,100
• Partners: More than 144
• Net Revenues: Approximately $175 million
• Professional Affiliations:
– American Institute of Certified Public Accountants (AICPA)
– Public Company Accounting Oversight Board (PCAOB)
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4. Firm Profile (continued)
• Significant industry-specific expertise
• Firm wide Technical Quality Control Department
• Active involvement of senior executives
• National firm resources at regional firm cost
• Deeper resources
• Client Service Commitment
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5. Baker Tilly International
• Global Resources: Independent Member of Baker Tilly International
– Membership network of 149 accounting and consulting firms
– 8th largest accounting and business advisory network in the world by combined
revenue
– US $3.2bn – combined revenue
– 24,000 staff worldwide in 125 countries
– Provides immediate access to professionals with expertise worldwide
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6. International Services From Your Local
Office – Baker Tilly International
North America Latin America Europe, Middle East and Africa Asia Pacific
Bahamas Argentina Albania Isle of Man Oman Australia
Belize Brazil Algeria Israel Poland Bangladesh
Bermuda Chile Andorra Italy Portugal Cambodia
Armenia Ivory Coast Qatar China
British Virgin Colombia
Austria Jersey (Channel Romania Hong Kong
Islands Costa Rica
Azerbaijan Islands) Russia India
Canada Dominican Republic
Belgium Jordan Saudi Arabia Indonesia
Cayman Islands Ecuador Belarus Kazakhstan Senegal
Netherlands El Salvador Japan
Bulgaria Kenya Serbia Korea
Antilles Guatemala Cameroon Kuwait Slovakia Macau
Puerto Rico Mexico Croatia Latvia South Africa Malaysia
Trinidad & Tobago Panama Cyprus Lebanon Spain Maldives
United States Paraguay Czech Republic Libya Sudan Mauritius
Uruguay Denmark Liechtenstein Sweden Mongolia
Venezuela Egypt Lithuania Switzerland Nepal
Estonia Luxembourg Tanzania New Zealand
Finland Macedonia (FYR) Tunisia Pakistan
France Madagascar Turkey Philippines
Georgia Malta UAE Seychelles
Germany Moldova Uganda Singapore
Gibraltar Morocco Ukraine Sri Lanka
Greece The Netherlands United Kingdom Taiwan
Hungary Nigeria Uzbekistan Thailand
Iraq Norway Zambia Vietnam
Ireland Zimbabwe
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7. ParenteBeard Footprint – Locations
Across the Mid Atlantic Region
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8. Practice Groups and Leaders
Practice Group Leader
Baker Tilly International (Liaison) Kervin Meyer
Construction & Real Estate Keith Eldridge
Corporate Governance & Risk Management Mary Meyers
Non-Profit Consulting (Dewey & Kaye) Kate Dewey
Emerging Growth Business Mark Nicastro
Employee Benefit Plan Donna Massanova
Energy & Utilities James Nowoswiat
Financial Institutions Terry Lehman
Forensic Litigation & Valuation Services Glenn Newman
Healthcare Lou Feuerstein
Insurance Ken Hugendubler
International Tax Joseph O’Neill
Investment Banking (Curtis Financial Group) Kevin Rudd
Manufacturing, Distribution & Technology Jeffrey Vrabel
ParenteBeard Wealth Management Tom Williams
Public Sector (Education, Government and Nonprofit) Dave Capitano
Senior Living Services Mark Ross
Small Business Services John Nealon
Tax Compliance / Consulting Joseph O'Neill
Technology & Software Tom Roberts
Transaction Advisory Services Mario Patone
HR Consulting (Vantagen) Kim Wylam
XBRL Services John Swirsding
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9. Our Value Proposition
• ParenteBeard Offers
– Continued presence as a top 25 U.S. CPA and business advisory firm
– Global access to specialized services and resources
– Leading tax savings ideas and strategies
– Our position as a regional leader in serving a wide range of clients
• ParenteBeard Delivers
– Technical and financial expertise that you need to realize your business goals
• Decades of experience in a wide-range of industries
– Personal relationships with actively involved partners
– The resources to deliver customized services
– Investors know that when they see ParenteBeard’s name on the financials, there is
substance behind it
– Reputation required by business partners and public markets
– Our team instills confidence in shareholders, customers, employees and investors
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10. Our Approach to Services
• Innovative business advisory approach to audit &
accounting services, integrated with tax strategies and
resources
• Understanding of our clients’ operations, business strategies
and philosophies
• Connecting and communicating with our clients
– Adds value to our clients and provides the security of an optimum
relationship
• Close partner and manager involvement in every aspect of
the engagement – from planning through financial reporting
through all compliance filings
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11. Audit & Accounting Services
• Provide audit & accounting services to clients domestically and
worldwide
– Audits, reviews and compilations
– US GAAP and IFRS
• Serve a wide range of industries / sectors
• Fully automated approach
– Reduces impact on client operations
– Maximizes efficiency
• Extensive use of technology to deliver industry leading professional
service
– ProSystem fx Engagement
– IDEA software
• Registered with the Public Company Accounting Oversight Board
(PCAOB)
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12. Tax Services
• Tax Expertise
• Approximately 300 tax professional firm wide
– More than 100 at a level of manager or above
• Prepare multi-state tax returns
– Business operations in all 50 states
• Monitor legislative, regulatory and judicial developments
– Income, franchise, gross receipts, personal property, local payroll and sales tax matters in each
state
• Selected other services:
– Income tax provision preparation
– State Nexus reviews
– State voluntary disclosure negotiations
– Business expansion planning (incentives and credits)
– International tax services
– Transaction services (acquisition and disposition due diligence)
– Tax controversy (administrative tax appeals)
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13. International Tax Services
• International Tax
– Extensive in-house capabilities
– Resources in 125 countries (Baker Tilly International)
– Service multi-national and foreign-owned business clients
– Help clients save millions of dollars annually
• Develop and implement cross-border investment and finance
strategies
– Develop proactive cross-border transfer pricing strategies
– Identify potential R&D cost sharing arrangements and implications
of buy-in payments
– Provide up-to-date advice regarding developments in:
• International tax compliance requirements, tax rate changes, global
transfer price audit issues, etc.
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14. Exempt Organization Tax Services
• Nonprofit Tax Expertise
– We prepare nearly 1,000 Form 990’s each year
– Provide support to the audit team for financial statement related tax
matters, including FIN 48 analysis and “Tax Checkup”/Review
– Analyze new laws and regulations and communicate impact on a
timely basis throughout the year using our Electronic Tax Alerts
– Provide education on emerging tax issues such as the new Form
990 and the numerous charity care regulatory proposals
– Timely and responsive resource for routine and non-routine tax
questions and concerns (UBIT, Preservation of tax-exempt status,
payroll taxes)
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15. Tax Checkup
• We conduct a “Tax Checkup” for our clients every several
years
• Our annual “Tax Checkup” allows us to
– Provide our clients with a fresh look at federal and state tax issues
– Provide client access to partner on site to review any outstanding
tax issues
– Conduct a review focused on (amount other things)
• Unrelated business income tax activity to assess opportunity to reduce
liability/exposure
• Review policies (e.g. expense reimbursement, conflicts of interest, fundraising)
to assess compliance with statutory and other authorities
• Review key documents (articles, by-laws, leases partnership arrangements)
• Review compensation policies and arrangements (including deferred
compensation, rebuttable presumption)
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16. Employee Benefit Plan Audit Services
• Employee Benefit Plan Practice is one of the fastest
growing service lines within our Assurance practice
• Currently provide audit services for over 800 employee
benefit plans each year
• Clients represent a cross-section of
– Defined contribution
– Defined benefit
– Health and welfare
– Employee stock ownership (ESOP
– Multi-employer
• Assets of plans range in size from $200,000 to more than
$2.4 billion
• Ranked 9th in the nation amongst firms who serve SEC
clients
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17. Internal Audit Services
• Corporate Governance & Risk Management
– Internal audit focuses on highest risk and/or key areas of oversight
• Services
– Full outsourcing
• Full service partnership reporting to your audit committee and management
– Co-sourcing
• Address specific project, industry or technical audit needs
• Fill in for temporary staff shortages
– Operational/financial internal audits
• Payroll processing, cash handling, procurement and accounts payable
– Compliance reviews
• SOX, privacy and corporate governance
– Information Technology reviews
• General controls and application reviews, disaster recovery planning, change
management, vulnerability assessments and system conversions
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18. Internal Audit Services –
Customized Approach
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19. Forensic Accounting / Construction
Disputes
• Forensic, Litigation & Valuation Services (FLVS)
– Practice consists of more than 50 professionals
– Several members have over 20 years experience in the construction industry
• Construction
– Assist clients in quantifying construction costs and performing investigations on a
variety of construction and litigation matters ranging in values from $1 million to in
excess of $1 billion
– Assist owners, contractors, subcontractors, lenders, sureties and creditors in a
multitude of certifications, disputes and billing situations
• Provide services related to the following construction matters
– Delay, disruption and acceleration damages
– Project cost overruns
– Unsubstantiated costs
– Scope changes and extra work
– Internal control issues
– Errors and omissions
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20. Emerging Growth Business Services
• Emerging growth businesses are often small businesses with big business issues. Little infrastructure
combined with multistate, if not international, business plans create issues that are often beyond the
ability of the entrepreneur to address while still building the business. Our EGB can help with:
• Accounting & Advisory
– Start up services
– Entity classification Incubator Stage
• Ideas/Concepts
– Record keeping assistance • Formation
• Attest & Assurance • Accounting Services
• Tax Services
– Audit
– SAS 70
– Agreed-upon procedures Decision/Exit Stage
• IPO
– Conflict of interest review
• Continue Privately
• Investment Banking
– Capital raising (equity and debt)
Owned
• Sale
Business Growth Stage
• Capital Needs
– Buy-side acquisitions Life Cycle • Audited Financials
• IT Needs
– Eventual sell-side • HR Needs
• Taxes
– Individual owners
– Partnership and Corporate
Business Expansion
– Multi-State • Mergers &
– International Acquisitions
• Internal Plans
– Mergers and Acquisitions
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21. Transaction Advisory Services
ParenteBeard assists
clients throughout the
transaction lifecycle -
from concept initiation
to exit.
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22. Defining Characteristics
• ParenteBeard delivers Transaction Advisory Services
(TAS) with seasoned deal professionals
• Senior TAS financial and tax diligence resources trained in
Big Four TAS practices
• Experienced in serving small to mega private equity funds,
and companies from privately-held to public corporations
• Hands-on involvement by experienced professionals on
every deal
• Full complement of ParenteBeard financial, accounting, tax
and advisory services combined with deep industry
experience to assist with every transaction
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23. Transaction Advisory Services
• Buy-Side Services
– Assist buyer with analysis of historical and forecasted earnings, cash flows and
quality of assets
– Provide transaction insights based on industry trends, knowledge and experience
– Advise buyer on issues affecting the purchase agreement
– Identify tax implications, including tax savings opportunities and tax exposures
– Support buyer in designing an efficient tax structure
• Sell-Side Services
– Conduct pre-deal reverse due diligence on seller to identify potential deal breakers
early
– Assist seller in gathering information for the offering memorandum and initial
management presentation
– Support seller in gathering information for the data room and managing buyer’s due
diligence requests
– Advise seller on optimal tax structure
– Provide input on the sale-purchase agreement
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24. Investment Banking - Mergers and
Acquisitions Services
• Menu of Services
– Financial Due Diligence
– Tax Consulting & Structuring
– Post-Merger Integration Plans
– Compensation and Benefits Consulting
– Information Technology
– Corporate Finance Services
• Investment Banking
– Curtis Financial Group (affiliated investment banking firm)
• Serves high quality middle market and growth companies
– International and domestic public and private companies
» Owned by individuals, corporations, private equity or venture capital
• Professionals bring more than 100 combined years of investment banking expertise
• Closed hundreds of mergers and acquisitions in a vast array of industries and situations
– Completed M&A transactions valued at more than $1.5 billion
– Completed more than 100 fairness opinions and 1,000 valuations
– Notable Deal
• Assisted FL Smidth & Co. A/S (CPSE: FLS) with the valuation of 30 subsidiaries in 15
countries in connection with the acquisition of the Process Group of Groupe Laperrière &
Verreault Inc.
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25. Flexible, Cost-Effective and Value Based
Fees
• In growing our business from highly satisfied clients, we
have learned that our clients desire input into their
professional services fees and the flexibility to manage
costs where possible
• Our relationship models are more closely aligned with our
clients’ value drivers
• Co-development of fee structure
• Fosters a more collaborative working relationship
• Fee structure designed to provide a fair return for our high
quality, responsive services
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26. Our Client Service Commitment
• Our Client Service Commitment exemplifies the firm’s focus
on delivering excellence and exceeding expectations.
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28. Contact Information
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