Who is Dixon Hughes?

Forensic, Litigation Support & Valuation Services[FLSV]

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• 1200+ People

• 168 Members / Principals

• 22 Cities / 7 States

• Largest headquartered in Southeast

• 18th largest in U.S.

• U.S. top 15 in public clients

• 55 SEC/public audit clients

• 2,000 audit clients (approx.)

• 8th largest global alliance

1200+ People

168 Members / Principals

23 Cities / 8 States

Largest CPA firm in the South

18th largest in U.S.

U.S. top 15 in public clients

55 SEC/public audit clients

2,000 audit clients (approx.)

8th largest global alliance

Dixon Hughes officesAlabama Florida Georgia North Carolina South Carolina Tennessee Texas West Virginia

Regional Dominance, National Reach

Dixon Hughes dominates the Southeast and does business in all 50 states.

International Alliance

Member of Praxity, an international alliance of independent accounting firms that offers multinational clients access to resources around the world.

• Global Ranking: 8th

• 4 largest U.S. member firms (including Dixon Hughes) if combined would rank as 6th largest U.S. accounting firm

• Revenue: $2.8 billion

• 101 firms with more than 23,000 staff in 73 countries

muscle + efficiency

• Deep experience & hands-on style• Big 4 alternative• 6 major industry groups• Comprehensive services• 50-year history

• Deep experience & hands-on style• Comprehensive services• Big 4 alternative• 50-year history

independence + fresh ideas

• Experienced professionals that specialize in your industry

• Customized service vs. one-size fits all approach

• Significant member involvement

• Ongoing communication to avoid surprises

• Accessible & responsive

• Focused on business risks & their impact on your entity

• Customized service vs. one-size fits all approach• Significant member involvement• Ongoing communication to avoid surprises• Accessible & responsive• Focused on business risks & their impact on your entity• Experienced professionals that specialize in your industry

Comprehensive ServicesAssurance • Audits, reviews & compilations• Employee benefit plan audits• Budgets, forecasts & projections • Agreed upon procedures• SEC services• Loan defeasance services

Income Tax Services • Mergers & acquisitions• FIN 48 & FAS 109 assistance/consulting• Co-sourcing & outsourcing• Tax compliance services

– Individual– Business– Foreign

• Tax accounting method services• Cost segregation & depreciation reviews• Individual tax planning• International tax planning• Transfer pricing• Expatriate tax planning & compliance• State & local income/franchise tax planning• State & local tax incentives• Audit defense & client representation• Executive compensation• Real estate

– Partnership tax compliance & planning– Like-kind exchanges

Corporate Governance • Sarbanes-Oxley

– Testing & process improvement– Outsourcing; co-sourcing

• Internal Audit– Risk assessment– Outsourcing; co-sourcing– Testing, development & execution– Project assistance– Regulatory compliance

Sales & Use & Property Tax• Sales tax recovery• Sales tax returns processing• Audit defense• Nexus issues & voluntary disclosure• Sales & use tax advisory services• Property tax return preparation

Mergers, Acquisitions & Divestitures • Financial, tax & operational due diligence• Business valuation• Intellectual property valuation• Purchase price allocation• Corporate restructuring• Merger integration assistance

Fraud, Forensic & Litigation Support • Expert testimony & consulting• Complex Commercial Litigation• Intellectual property litigation• Breach of Contract• Fraud examination & training• FCPA• Contract review• Computer forensics• Investigative services• Personal injury/wrongful death• Bankruptcy

IT Risk & Advisory• Internal audit resource assistance• IT & operational risk assessment &

consultation• Information technology audits (FFIEC

compliance exams)• Assistance with documenting & testing

SOX-related IT controls• SAS 70 & Agreed Upon Procedures• Network security/vulnerability assessments• Merger & acquisition IT due diligence

Consulting & Advisory • Enterprise-wide risk assessment• Performance improvement• Benchmarking• Industry specific consulting services

muscle + efficiencyForensic, Litigation Support & Valuation • Over 45 professionals • 26 professionals with testifying experience• Group has testified over 1,000 times• Over 530 cases currently in process

Dixon Hughes officesAlabama Florida Georgia North Carolina South Carolina Tennessee Texas West Virginia

FLSV Office Expertise

Litigation Support

Valuation

Forensic

Dedicated Staff

• Accredited in Business Valuation (ABV)• Accredited Senior Appraiser (ASA)• Accredited Valuation Analyst (AVA)• Certified Divorce Financial Analyst

(CDFA)• Certified Forensic Financial Analyst

(CFFA)• Certified Fraud Examiner (CFE)• Certified Internal Auditor (CIA)• Certified Public Accountant (CPA)• Certified Valuation Analyst (CVA)

• Encase Certified Examiner (EnCE)• Certified Computer Examiner (CCE)• Certified Construction Industry Financial

Professional (CCIFP)• Chartered Financial Analyst (CFA)• Certified in Financial Forensics (CFF)• Certified Insolvency & Restructuring

Advisor (CIRA)• Ph.D. of Finance• Private Investigator – South Carolina

Forensic, Litigation Support & Valuation Services

Forensic & Litigation Support Services• Commercial Matters

–Business Interruption–Lost Profits–Breach of Contract–Antitrust –Minority Shareholder Disputes–Product Liability/Negligence–Professional Liability–Loss of Use–Construction Damages–Reasonable Royalty–Unjust Enrichment–Employment Law

• Personal Damages–Injury–Wrongful Death–Wrongful Birth–Medical Malpractice–Present Value of Future Medical Care–Wrongful Termination

• Domestic Matters–Settlement Structure and Tax Impact–Asset Tracing & Identification–Financial Declarations–Family & Divorce Mediation /

Arbitration / Joint Expert–Child Support/Alimony–Pension Valuations

Forensic & Litigation Support (cont.) • Fraud & Forensic Accounting

–Forensic Accounting–Fraud Risk Management–Asset Tracking & Recovery–Fraud & Financial Crimes–Tax Crimes–Embezzlement–Commercial Bribery & Kickbacks–Financial Statement Fraud–Money Laundering–Sources & Uses of Funds Analysis

• Computer Forensics–Hard Drive Imaging–Analysis of USB Drive Storage–Recovery of Deleted Files–Recovery of Web Based Email–Analysis of Internet Activity–Retrieval of Hidden & Temporary Files–Evidence Preservation–Electronic Discovery

Valuation Services• Transaction, Compliance & Litigation Related• Mergers & Acquisitions• Equitable Distributions• Shareholder Dispute & Oppression Actions• Buy-Sell Agreements• Patents, Trademarks, Copyrights, Licenses• Business Appraisals• Transaction Analysis & Structure• Stock Options• Purchase Price Allocations• Domestic Matters• Transfer Pricing• Estate & Gift• S-Corp Creation or Conversion

Commercial Matters

• Each case is unique → requires creativity and experience • Identify relevant facts• Analyze the financial impact• Quantify claims for plaintiffs, or respond to claims by defendants

• Customized team approach for each engagement• Experts specializing in litigation, tax, audit, and advisory services• Experience in a variety of industries and types of cases, including:

–Business Interruption–Lost Profits–Breach of Contract–Antitrust –Minority Shareholder Disputes–Product Liability / Negligence

–Professional Liability–Loss of Use–Construction Damages–Reasonable Royalty–Unjust Enrichment–Employment Law

Fraud and Forensic Services

• Forensic accountants trained in• Detection and deterrence of fraudulent conduct• Over 15 categories of fraud – each with multiple schemes• Accounting procedures and internal controls• Analyze, interpret, summarize, and present complex financial/business

issues in a manner that is both understandable and properly supported

• Fraud examination specialists• Certified by the ACFE, and have investigative & trial experience• Perform a variety of services related to prevention, detection and

investigation, including:

–Forensic Accounting–Fraud Risk Management–Asset Tracking & Recovery–Fraud & Financial Crimes–Tax Crimes–Embezzlement–Commercial Bribery & Kickbacks

–Financial Statement Fraud–Money Laundering–Computer Forensics / Data Mining–Accounting Processes / System Analysis

–Sources & Uses of Funds Analysis–Document Conversion

Computer Forensics

• Digital data• Can provide critical evidence for investigations

(including civil and criminal matters)• Can be obtained from computers, printers, USB drives, and other

portable electronic devices• Can sometimes be recovered, even when it appears to be lost

• Forensic specialists• Trained in data recovery, analysis, and presentation• Perform a variety computer forensic services, including:

–Hard Drive Imaging–Analysis of USB Drive Storage–Recovery of Deleted Files–Recovery of Web Based Email

–Analysis of Internet Activity–Retrieval of Hidden & Temporary Files–Evidence Preservation–Electronic Discovery

Valuation Services

• Business valuation services• Experienced and accredited valuation professionals• Apply recognized/accepted valuation approaches• Supported by current empirical evidence and extensive research

• Valuation experts• Advise on complex financial issues• Assist in trial preparation, including assessments of conclusions

reached by opposing experts• Experience in a variety of industries and types of cases, including:

–Mergers and Acquisitions–Estate & Gift Tax Planning–IRS / Tax-Related Issues–Equitable Distributions–Shareholder

Disputes / Oppression Actions

–Buy-Sell Agreements–S-Corp Creation or Conversion–Patents, Trademarks,

Copyrights, Licenses

Forensic, Litigation Support & Valuation Bios

GRAHAM D. ROGERS, ASA

Location: 6525 Morrison BoulevardCharlotte, NC 28211Phone: 704.367.5913 Fax: 704.367.5528

E-Mail: GRogers@dixon-hughes.com

Profile:Graham is a member of Dixon Hughes’ Forensic, Litigation Support & Valuation practice in Charlotte, NC and has a professional career that spans more than twenty years. He has been assisting clients with their litigation, investigations and valuation needs for more than 12 years. Graham has experience in conducting forensic investigations and providing fraud risk assessments in both small and large international companies in a variety of industries. Graham has been retained as an expert to determine economic damages in a variety of complex commercial litigation matters including breach of contract and intellectual property disputes. Graham also has experience in determining lost or diminished wages and personal service needs as a result of civil litigation matters including personal injury. In addition, Graham provides clients Fair Market Value opinions of intellectual assets and public and private companies.

Prior to joining Dixon Hughes, Graham had significant Big-4 experience assisting clients with their litigation, valuation or forensic investigation needs. Prior to his consulting career, Graham served seven years as a naval officer in the U.S. Navy. While in the navy, Graham qualified as a Surface Warfare Officer and engineering officer for two different naval warships. Graham also qualified for the air force’s space operations badge while assigned to U.S. Space Command’s Cheyenne Mountain Air Force base. While in this position, he was responsible for the operational readiness of the U.S. military’s geosynchronous satellite missile warning network.

Graham received a Masters in Business Administration from the University of Chicago’s Graduate School of Business and a Bachelor of Science in Physical Science from the United States Naval Academy.

Professional/Civic Activities:Accredited Senior Appraiser, Business Valuation (American Society of AppraisersLicensing Executive SocietyAssociation of Certified Fraud ExaminersAdministrative Board, Myers Park United Methodist Church, Charlotte, NC

Graham Rogers, ASA704/367-5913

GRogers@dixon-hughes.com