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-MAZARS OUR SERVICES 1

Transcript of use WHITE OR BLACK FONT for title DEPENDING ... - Mazars USA€¦ · Bookkeeping Financial...

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OUR SERVICES

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WHAT WE DO

From diversity to globalization, from innovation

to stewardship, discover our unique stories and

how we believe businesses can interact with

their stakeholders.

ACCOUNTING, AUDITING AND ASSURANCE

CONSULTING ADVISORYTAX

SERVICES

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MAZARS USA SERVICES

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▪ Audit

▪ Reviews

▪ Compilations

▪ Reporting on Controls of Service

Organizations

▪ Reconciliation Projects

▪ SEC Filings

▪ International Needs (inbound,

outbound and IFRS)

▪ Special Purpose Reports

▪ Bookkeeping

▪ Financial statements Preparation

▪ Outsourcing Services

▪ Tax Advice and Compliance

▪ Consulting Services

▪ Compliance

▪ Tax Reporting & Withholding

▪ FATCA

▪ SALT

▪ GAAP / IFRS Disclosure

▪ Cost Segregation

▪ Trust and Estate Planning

▪ High Net Worth Services

▪ Personal Financial Planning

▪ Pension, Benefits & Compensation

▪ Corporate Structuring

▪ International Tax

▪ FBAR Reporting

▪ Transfer Pricing

▪ Tax Credits & Incentives

ATTEST

TAX

AOS

▪ Internal Audit

▪ IT Audit

▪ System and Organization Controls -

(SOC Reports)

▪ Financial Services Regulatory

Compliance

▪ Transaction Advisory

▪ Business Valuation

▪ Forensic Accounting/Litigation Support

▪ Lender Services

GOVERNANCE, RISK & COMPLIANCE

FINANCIAL ADVISORY SERVICES

MANAGEMENT & TECHNOLOGY

CONSULTING CAPABILITIES

▪ Strategy Development & Execution

▪ Organizational Change Leadership

▪ Operational Improvement

▪ Organizational Resilience

▪ Technology Enablement

CYBERSECURITY

▪ Cybersecurity Advisory ▪ Cybersecurity Managed Services

HEALTHCARE

▪ Payer-Provider Advisory

▪ Healthcare Regulatory Compliance

▪ Healthcare Operational & Financial

Performance Improvement

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Audits of Financial Statements

Our experts work closely with clients to develop

service plans intended to produce an efficient and

cost-effective audit. As our planning progresses, we

provide lists of information to be supplied by you and

a timetable for delivery of that information, minimizing

disruption of your daily routine. Whenever possible,

we request that information and schedules be

provided in electronic formats for greater ease of

process. Our experience has shown that the use of

electronic tools greatly enhance our ability to

complete services efficiently and effectively, while

providing useful information to our clients.

Agreed-Upon Procedures Engagements

Where a client and/or a specified third party require

financial information or an assertion of management

to be independently verified, we can assist with the

performance of an agreed-upon procedures

engagement. At the end of such an engagement, a

report of findings is issued.

Compilations and Reviews of Financial

Statements

Where an audit may not be necessary, Mazars can

assist by performing a review of your financial

statements and providing a limited form of assurance

as to whether any material modifications should be

made in order for them to be presented in

accordance with Generally Accepted Accounting

Principles (GAAP) or another comprehensive basis of

accounting. Based on our understanding of your

business and industry, we perform inquiry and

analytical procedures to obtain a reasonable basis to

express such limited assurance.

Mazars can also assist by compiling your information

in the form of financial statements, without

undertaking to offer any assurance on them or by

assisting with the preparation of management-only

financial statements designed exclusively for internal

use.

AUDIT, ASSURANCE AND ACCOUNTING

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Our tailored engagements provide

you with more efficient and cost-

effective operations

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The right accounting firm helps you

in achieving your business and

reporting objectives

Our accounting services

include:

• Audit and assurance services

• Financial statement reviews and

compilations

• Agreed-upon procedures

• Accounting services

• Internal controls

• SSAE 16 Reviews

• IFRS compliance and advisory

• SEC compliance

• Forecasting and projections

Mazars conducts timely and efficient audits. We

develop a tailored program for each client that

enhances financial reporting efficiency, allowing us to

focus on those areas of greatest risk in the audit

process. Our increased emphasis on risk, as well as

the understanding we gain of the client organization,

leads to higher quality audits and contributes to better

business practices. By encouraging innovation and

critical thinking in our audits we provide more value-

oriented and useful information for our clients.

We consistently apply the concept of materiality, which

reduces time spent in less significant audit areas, so

that we can devote more effort to significant analytical

procedures during all phases of the audit and

continuously assess audit risks and materiality levels.

We leverage any existing policies, procedures and

systems, enabling us to implement streamlined audit

testing and procedures.

Engagement Efficiency

The professional expertise and passion for client

service of our highly-skilled staff reduces the learning

curve for new engagements. Using advanced planning

techniques, we are able to specifically identify required

schedules and analyses, prioritize requests and

stagger due dates to make better use of our clients’

time and resources, so that there is minimal disruption

in their daily operations.

Our efficiency program incorporates the following

practices:

• Controlled costs

• Streamlined processes

• Greater focus on and early detection of accounting

and auditing issues

• Effective results

We adhere to the highest professional standards and

bring to each assignment time-tested, rigorous, and

cost-effective methods and procedures.

A FOCUSED APPROACH TO ACCOUNTING

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AUDIT TIMELINE

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FOCUS ON PEOPLE, PROCESS & CONTROLS

PERFORM RISK

ASSESSMENT

DESIGN AUDIT PLANPERFORM AUDIT

WRAP UP MEETING

• Interview key management

• Internal & external risks are

evaluated

• Focus on significant risk areas

• IT environment included in

assessment

• Determine materiality

• Prioritize based on risk and materiality

• Complete audit assessment

• Make sample selections

• Interim testing

• Complete fieldwork

• Resolve open items

• Submit report to quality control

• Discuss audit findings and

recommendations with

management

• Exit meeting with audit

committee/ board of directors

• Roundtable discussion

• Obtain signed management

representative letter

• Obtain attorney confirmations

• Issuance of report

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AOS SERVICES

AOS

Outsourcing Services

Client Accounting Department• Bookkeeping (transaction recording,

maintaining all books and records)

• Bill pay

• Daily, monthly, quarterly and annual reporting

• Group reporting

• Reconciliation work

• Payroll preparation

Tax Services

Advice and Compliance• Tax compliance

• Transfer pricing study

• Tax structuring (choice of entity form, state

taxation, etc.)

• Sales And Local Tax (SALT)

• International tax

Consulting Services

Interim Finance Support• Reinforcement of accounting team

with temporary professionals with

relevant experience and

competencies (short or long-term)

• Supporting your bookkeeping staff

(including training and assistance)

Financial Statement Preparation

Review• Annual accounts preparation (management

reports, compilation and review reports)

• Periodic management accounts preparation

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• 100% in-bound

International Group

• International Team:

English, French,

Chinese, Russian,

Indian, Japanese

• Extensive knowledge of

different international

accounting systems

• Knowledge of tax

system

• Keen awareness of

cultural differences

• A integrated relationship

with global Mazars Group

INTERNATIONAL EXPERIENCE

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Our expertise lies in serving international clients, and most of the companies we assist are

subsidiaries of foreign companies. Our team has global experience, drawn from a range of

countries. This understanding of multiple jurisdictions and worldwide accounting regimes creates

value for your organization.

Global Experience

INTERNATIONAL

NETWORK

INTERNATIONAL

KNOWLEDGE

INTERNATIONAL

APPROACH

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BENEFITS OF OUTSOURCING

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RISK REDUCTION

You need peace of mind that penalties will

not be incurred for non-compliance with filing

deadlines or changes in regulation.

SERVICE QUALITY & ACESS TO EXPERT ADVICE

You will always have consistent service quality and

delivery both in your home country and overseas

are important.

INCREASED EFFICIENCY

Standardizing processes in non-

core areas enhances productivity

and increases profits.

FLEXIBILITY IN RESOURCING & SKILLS and

CONTINUITY OF SERVICES

You may need additional resources or a specific

skillset. For example, the absence or departure of a

member of staff. Outsourcing to an external supplier

guarantees continuity of service.

FOCUS ON CORE BUSINESS

With finite resources, you need to ensure

that your staff is prioritizing activities that

will make the greatest difference to your

business.

CONTROL OF CAPITAL COSTS

Cost-cutting may not be the only reason to

outsource, but it’s certainly a major factor.

Outsourcing converts fixed costs into variable

costs.

CONTINUITY OF SERVICE

The absence or departure of a member of

staff may be problematic. Outsourcing to

an external supplier guarantees continuity

of service.

DELIVER PROFESSIONALISM

As businesses grow, systems and

processes may no longer be effective.

We offer a professional and accountable

service tailored to specific needs of the

business.

CLIENT

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REPRESENTATIVE CLIENTS

Wine &

Spirits

Luxury

Goods

IT

Finance

Pharmaceutical

Publishing /

Advertising

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Our Employee Benefits Group consists of dedicated professionals that service this

specific segment from Partner-in-Charge through the Senior Professional level.

Many of our professionals have decades of experience and extensive technical

knowledge in this area as well as the ability to handle unique issues that arise in

employee benefit plans while providing effective and timely solutions. Servicing

over 200 plans annually, including 11K’s and related ESOP Plans, our

professionals interact with plan record keepers and trustees to obtain necessary

audit information directly so that your personnel are not burdened by the

administration of excessive information requests. Our professionals have extensive

experience handling compliance issues with both the Department of Labor and

Internal Revenue Service, and our firm is a member of the AICPA Employee Benefit

Plan Audit Quality Center.

There are many factors to consider when

putting an employee benefits plan in place

and when maintaining that plan over time.

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Assurance Services

• Defined benefit pension plans

• Defined contribution pension plans

• Multi-employer plans and participating employers

• 403 (b) plans

• Health and welfare plans

• Employee stock ownership plans

Tax Services

• Representation under IRS or DOL audit

• Expertise in dealing with governmental voluntary

compliance programs

• Preparation of Form 5500 and Summary Annual

Report

• Preparation of Form 990

Consulting Services

• Design and assist with compliance of non-qualified

Deferred Compensation and Executive

Compensation Plans

• IRC 409a

• Restricted Stock

• Incentive and non-statutory stock option plans

• Stock appreciation rights and phantom stock plans

• Prepare plan documents for Defined Benefit,

Defined Contribution and Cafeteria Plans

• Submit plan documents to the IRS for qualified

retirement plans

• Possess the credentials and experience to respond

to virtually any technical inquiry in benefit plan areas

• Discuss and analyse objectives, economics,

demographics and investment approach – provide

analyses of plan designs as directed by

management

• Review annual compliance tests

• Evaluate health insurance plan options and

opportunities

• Mergers & acquisitions specialized services

EMPLOYEE BENEFITS GROUP

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REPRESENTATIVE EMPLOYEE BENEFIT PLAN CLIENTS

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MAZARS USA CONSULTING PRACTICE

Contact:

Rob Kastenschmidt, Partner

Global Consulting Leader | [email protected]

Mazars’ Consulting Practice helps clients to understand and

address the complex challenges facing their businesses. By

combining a client-centric approach, deep industry knowledge,

global reach and market leading technical skills, we create a

competitive advantage for organizations by unlocking growth

potential and avoiding the inefficiencies and setbacks caused by

unmitigated business risks.

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CONSULTING: GOVERNANCE, RISK & COMPLIANCE

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In a risk-laden world, we help you understand current and emerging

governance, regulatory and compliance challenges, mitigating your risks which

will allow you to focus on growth. Our skilled specialists assist with developing

and maintaining effective internal audit departments, sustain SOX compliance,

identify and address risks associated with IT systems, obtain the Service

Organization Control reports required by key customers, and maintain

compliance in an environment of rapidly changing regulatory requirements..

Contact:

Rob Kastenschmidt, Partner

GRC and Global Consulting Leader | [email protected]

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CONSULTING: MANAGEMENT & TECHNOLOGY

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Contact:

Patrick Wheeler, Principal

Management & Technology Consulting Leader | [email protected]

To successfully pursue complex business strategies and navigate change,

having experienced insight from a trusted advisor is invaluable. We work with

clients to plan and execute mission-critical projects related to strategy,

operations, resilience, technology, and leading our clients through complex

change. Our professionals offer a unique combination of industry expertise

and hands-on delivery that helps clients adapt to, and thrive in, an ever-

changing business, technology, and regulatory environment.

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CONSULTING: CYBERSECURITY

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As businesses become increasingly dependent on information systems, the

evolution of technology has brought new risks and opportunities. Preparation

for a potential threat is critical to limit financial damage and potential loss of

reputation. Our cybersecurity experts help organizations in all industries, both

nationally and globally, understand and manage their cyber risk. We provide a

unique combination of foresight, experience, and hands-on execution to assist

you in mitigating risk and protecting your business.

Contact:

Atif Ghauri, Principal

Cybersecurity Leader | [email protected]

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CONSULTING: FINANCIAL ADVISORY SERVICES

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Contact:

Kenneth Pogrob, Partner

Financial Advisory Services Leader | [email protected]

In challenging economic times, businesses rely on innovative and strategic

solutions to maintain a competitive edge, foster resiliency, and focus on growth

opportunities. We deliver guidance on a wide range of business and financial

issues, providing comprehensive insight that addresses your complex needs.

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CONSULTING: HEALTHCARE

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Contact:

Gil Enos, Partner

Healthcare Consulting Leader | [email protected]

The Mazars Healthcare Consulting Group is committed to developing and

maintaining a “trusted advisor” relationship with our client partners - offering

creative and comprehensive solutions to our clients’ most pressing needs. We

help healthcare payers, providers and other stakeholders successfully

navigate and overcome regulatory and business challenges in order to

transform their businesses into more profitable and effective organizations.

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SERVING CLIENTS ACROSS A BROAD RANGE OF SECTORS

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Governance, Risk, and Compliance

Healthcare

Management & Technology

Financial Advisory Services

Cybersecurity

We believe that a deep

understanding of sector-

specific environments,

issues and trends is critical

to delivering relevant

services to our clients.

We put a strong focus on

developing our sectoral

expertise through our

global sector communities.

Credentials Highlights

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CONSULTING SPECIALTY INDUSTRY SERVICES

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The insurance industry is a core focus of Mazars’ Financial Services Group. Our

insurance group provides audit, tax, and consulting services to U.S. and

international property & casualty companies, life & health companies, reinsurers,

captives, MGAs, MGUs, TPAs, policy holders, and regulators.

INSURANCE SERVICES

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The breadth and depth of our

industry experience – together

with our prominent

international presence –

provides clients with superb

service and expertise. Our

client base includes both life

and health and property and

casualty companies, ranging in

size from start-ups to some of

the largest multinational

insurers.

INSURANCE AUDIT AND ACCOUNTING SERVICES

Providing reliable services by staying on the forefront of industry

issues and accounting standards.

• GAAP and Statutory Audits

• Internal Audit Co-Sourcing/Outsourcing

• Internal control evaluations (SOX and Model Audit Rule)

• Due Diligence

INSURANCE TAX SERVICES

Delivering an experienced team of insurance tax professionals, with

both Big 4 and industry experience on all of our engagements.

• Tax Planning & Compliance

• GAAP, Statutory & IFRS Tax Provision Preparation & Consulting

• Tax Due Diligence

• Tax Controversy & Procedure

• Deferred Tax Validations

• Tax Transformation

• Transfer Pricing

• 1099 Reporting & FATCA

INSURANCE CONSULTING SERVICES

Partnering with you to deliver results that reduce

risk, increase control of the business, and create

critical efficiencies.

• Human Capital and Change Management

• Target Operating Models

• Technology Enablement

• Operational Excellence

• Strategic Sourcing and Logistics

• Data Quality and Business Intelligence

• Governance, Risk and Compliance

• Organizational Resilience

• Cybersecurity and Data Privacy

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BANKING SERVICES

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Our Services Include:

AUDIT AND ATTEST

Audits and reviews of financial statements, regulatory reports, or

reporting packages

Audits of employee benefit plans

Accounting advice including interpretation of new pronouncements

Verification of regulatory compliance requirements

Agreed-upon procedures

Reporting on controls at service organizations (formerly SAS 70)

TAX

Federal and State compliance

Tax planning

Cross border transactions

Information reporting advisory services, including FATCA and

CRS

Assistance with tax audits

CONSULTING

Banking Internal Audit (Outsourcing / Co-

sourcing

Governance / ERM

Consumer Compliance Regulations

BSA/AML/OFAC Compliance

Regulatory Sanctions and Stipulations

Credit Risk Management

Information Technology Services

Mazars provides insight on key developments and emerging trends to help you

stay in control and ahead of risk in the following key business areas:

The banking sector is currently

undergoing significant changes and

market conditions in which financial

institutions will have to focus on

fundamental balance sheet

management, technological

disruption, data protection, and

innovative approaches to capturing

funding and profitability. Regulators

are creating enormous pressures and

demands for management and board

members, while they strive to meet

the expectations of customers and

shareholders for service,

transparency, ROI, and remain

compliant.

Mazars is a trusted advisor for the

banking industry. Our seasoned

professionals across the Mazars

Group have years of industry

experience helping global financial

centers navigate through the web of

regulatory, economic, and

accounting landscapes.

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LIFE SCIENCES

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Mazars’ Life Sciences group provides services that help our clients innovate, grow,

and deliver life-changing solutions

BUSINESS STRATEGY AND OPERATIONS

Mergers, Acquisitions and Integration Support

Business Strategy, Planning and Transformation

Business Process Improvement

Organizational Change Leadership

Program and Project Management

Product Launch Management

TECHNOLOGY ENABLEMENT

IT Strategy and Effectiveness

Architecture Strategy, Transformation and Design

Systems and Infrastructure Implementation

Cloud Strategy and Migration

REGULATORY COMPLIANCE

21 CFR 11 Validation Services

Quality Management Systems

Operational Quality Management Services

Assessments and Audits

Audit Preparedness

Compliance Remediation

RISK MANAGEMENT

Business Continuity and Disaster Recovery

Cyber Security and Data Privacy

Organizations across the Life

Sciences industry are faced with a

continuously evolving set of

challenges –uncertain regulatory

waters, volatile pipelines,

emerging technologies, and

increased competition – which

threaten their ability to succeed.

Failure to respond to these

challenges can impact a

company’s operational

excellence, risk profile, bottom

line, and even their license to

operate.

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HEALTHCARE SERVICE OFFERING

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With decades of experience in

the healthcare industry, we

provide timely, valuable

information and insights into

policies, best practices and

industry developments.

As a leading change facilitator in this era of sweeping healthcare reform, the

Mazars Healthcare Consulting Group offers healthcare payors and providers a

powerful combination of service and results-oriented strategy to help them meet

their business goals, overcome challenges, and improve performance.

Managed Care Improve top line revenue through strategic market

alliances and innovative reimbursement methodologies

Information

Technology

Enhance security and significantly increase savings

through the use of appropriate technologies

Revenue Cycle Drive bottom line revenue improvement to help meet

increasing demands and lower margins

Performance

Improvement

Deliver efficiencies by transforming

process, people and technology to

guarantee success

Data Analytics Advanced analytics for critical decision

making

Due Diligence Provide market-based reviews and feedback to

address issues before a transaction is finalized

Regulatory

Compliance

Navigate and implement state and federal regulations

by increasing awareness and reducing risk

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Starting and growing a business presents a range of challenges for an

entrepreneur. In today’s demanding market conditions, entrepreneurs

need experienced advisors who add value and deliver a strategic

advantage to their business.

Offering a third-party solution for accounting, tax, and consulting

services, our professionals work with you, ensuring that together

solutions are crafted which generate a high return on investment for

your business. Mazars clients gain access not only to our

comprehensive resources but also to our centers of influence in the

local and global marketplace.

The Mazars’ Entrepreneurial Business Services

Group understands the business concerns

entrepreneurs encounter and offers focused

insights to help you thrive across different stages of

the business cycle.

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ENTREPRENEURIAL BUSINESS SERVICES

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SERVICES

Accounting Services

▪ Reviews and Comps

▪ Audits

▪ Write-ups including bookkeeping

▪ Reconciliation Projects

▪ QuickBooks Training and Implementation

▪ Estate and Trust Reconciliation

▪ Outsourcing Services

Tax Services

▪ Compliance

▪ Advisory (SALT, R&D, DPAD)

▪ Payroll taxes

▪ Commercial rent tax

▪ Tax planning

▪ Sales Tax

Consulting Services

▪ Succession Planning

▪ Estate Planning

▪ M&A Transactions

▪ International

▪ Bank Financing

▪ HR & Placement Services

▪ Forensic & Litigation Support

▪ Cost Segregation

▪ Supply Chain

▪ Business Valuation

▪ Business & Operating Consulting

We have enjoyed a long

and productive

relationship with Mazars

and look forward to

continuing as a client for

years to come

““

Co-Managing Partner

Greenbaum Rowe Smith & Davis LLP

Our individual service offerings focus

on creating wealth for our clients’

businesses – both personally and

generationally.

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The Entrepreneurial Business

Services Group will build a

trusted relationship with you by

functioning as reliable business

advisors who can provide

visionary, value-added services

throughout your organization.

OUR EXPERTISE

The Entrepreneurial Business Services Group has

significant strengths and resources in the following

industries:

• Healthcare

• Professional Services

• Manufacturing & Distribution

• Real Estate

• Financial Services

• Technology, Media & Communication

• Not-for-Profits

Our typical clientele includes physicians, law firms,

insurance agents, single- and multi-location

manufacturers and processors, wholesale distributors

and real estate – including owners, operators and

developers.

By offering tailored solutions for your company and

industry-specific expertise, the Entrepreneurial

Business Services Group can help you overcome

obstacles and focus on the most important thing—

running your business.

ENTREPRENEURIAL BUSINESS SERVICES

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FINANCIAL ADVISORY SERVICES

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Financial Advisory Services

Our Financial Advisory Services Group provides a full complement of services to corporations,

entrepreneurs, private equity groups, investors, lenders and attorneys.

Business Valuation

Advisory Services

Forensic Accounting & Dispute

Resolution Services

Transaction Services

Corporate Advisory &

Restructuring Services Services to Lenders

M&A Tax Advisory Services

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When considering a merger or

acquisition, many questions

come to mind:

• Does the business have the cash flow to support my deal?

• Will the business model work and will it be sustainable?

• How accurate are the numbers and

assumptions being provided to me?

A merger or acquisition can deeply impact your

business. Timely advice is critical to maximize value,

mitigate risk and make the right investment decisions.

Mazars’ dedicated team has the insight and

experience to guide you at all stages of your

transactions. We tailor our approach and team

membership to the specific needs of each deal, based

on technical excellence and industry expertise. Our

goal is to help you make the right decision and form a

long-lasting relationship with you so that we can grow

together.

Defining Factors of Our Approach

Fluid Diligence Through Partner Involvement

Your key contact will be a partner who provides

hands-on involvement throughout the due diligence

process.

Responsiveness

Deals are fast-paced and our dedicated transaction

services team more than keeps up, providing timely

communication focused on key risks and potential

adjustments to purchase price.

Tailored Solutions and Industry Expertise

We tailor our approach to the unique needs of each

deal, assembling a team with specific knowledge of

your sector.

Mid-Market Experience

We understand the nuances of the middle market,

which often requires a more hands-on approach. Our

experience enables us to develop both operational

and financial reporting recommendations that add real

value to both the target and the investor.

TRANSACTION SERVICES

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Timely advice maximizes value

and mitigates risk, helping you

to make the right investment

decisions.

In Transactions, We:

• Gain a thorough understanding of the target and its

business model with a robust analysis of the

target’s historical performance.

• Perform a critical analysis of the target’s financial

projections and their underlying assumptions.

• Identify potential deal breakers or key risks relating

to the target business and the transaction.

• Evaluate the terms of the deal with an analysis of

the financial drivers that directly impact the

purchase price.

• Identify the optimal tax structure of the deal.

• Assist in drafting the financial implications of the

purchase agreement and assess their

implementation post-acquisition.

• Identify improvements to internal controls, systems

and personnel organization.

• Assess potential departures from US GAAP and, if

necessary, differences between US GAAP and

IFRS.

• Perform IT due diligence assessments and post-

transaction systems implementation.

• Perform valuation services, including purchase

price allocation.

• Prepare the opening balance sheet and determine

post-closing purchase price adjustments.

TRANSACTION SERVICES

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BUY-SIDE POST-TRANSACTION POST-INTEGRATION SELL-SIDE

TRANSACTION SERVICES

32

▪ Understanding the financial,

legal and tax information

▪ Analysing historical

profitability

▪ Ensuring reliability of

forecasts (cash, future

profitability, etc.)

▪ Identifying the necessary

guarantees and securing the

financial terms of contracts

▪ Identifying operational,

product & distribution

synergies

▪ Assessing and navigating

regulatory concerns and

approvals

▪ Integration planning

▪ Forecasting & modelling

▪ Quality of earnings reports

▪ Advising during the final

determination of the price

(mechanical adjustments,

earn-outs, etc.)

▪ Implementing guarantees

▪ Post transaction balance

sheet audit

▪ Assisting in case of

disputes (arbitration,

expert review)

▪ Operational and financial

integration

▪ Interim financial reporting

▪ Change management

▪ Systems and data

conversion

▪ Financial restructuring

and refinancing

▪ Working capital

management

▪ Operational restructuring

▪ Monitoring of forecasted

benefits

▪ Documenting policies

and procedures

▪ Training

▪ Outsourcing services

▪ Early-stage

identification of risk

areas in the light of

an envisioned sale

▪ Accelerating and

securing the sale

process

▪ Producing high-

quality financial

information as

required

▪ Securing the financial

terms of contracts

▪ Segmentation

planning

▪ Service agreement

development

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SELECTED TRANSACTION ADVISORY SERVICES CREDENTIALS BY INDUSTRY

33

Manufacturing & Distribution

Food & Beverage

2017

Sell-side due

diligence procedures

for

2018

Food & Beverage

2017

Assistance with the

acquisition of

Chemical

2017

Assistance with the

acquisition of

HEADWATERS

TECHNOLOGY

INNOVATION

Chemical

2017

Assistance with the

acquisition of

CGM Inc.

Other

2017

Assistance with the

acquisition of

2017

Other

2018

Assistance with the

acquisition of

Other

2018

Assistance with the

acquisition of

Other

2018

Assistance with the

merger of its North

American activities

with

Other

2018

Sell-side due

diligence procedures

for

Other

2018

Sell-side due

diligence procedures

for

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SELECTED TRANSACTION ADVISORY SERVICES CREDENTIALS BY INDUSTRY

34

Business Services

2018

2018

Assistance with the

acquisition of

2018

Assistance with the

acquisition of

2018

Assistance with the

acquisition of

2018

Assistance with the

acquisition of

2018

Assistance with the

acquisition of

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SELECTED TRANSACTION ADVISORY SERVICES CREDENTIALS BY INDUSTRY

2016

Assistance with

investment in

2017

Assistance with the

acquisition of

Media & Information

2018

Assistance with the

acquisition of

2018

Assistance with the

acquisition of

Lezen Acquisition

2018

Assistance with the

acquisition of

2017

Assistance with the

acquisition of

2017

Assistance with the

acquisition of

2017

Assistance with the

acquisition of

2017

Assistance with the

acquisition of

2017

Assistance with the

acquisition of

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2016

Assistance with the

investment in

36

SELECTED TRANSACTION ADVISORY SERVICES CREDENTIALS BY INDUSTRY

2015

Assistance with

investment in

2015

Assistance with the

acquisition of certain

assets

2016

Assistance with the

acquisition of

2017

Assistance with the

acquisition of

2017

Assistance with the

acquisition of

2016

Assistance with the

acquisition of

2015

Assistance with the

acquisition of

Software / Technology

2016

Assistance with the

acquisition of

2017

Assistance with the

acquisition of

2018

Assistance with the

acquisition of

2018

Assistance with the

acquisition of

2018

Assistance with the

acquisition of

2018

Assistance with the

divestment in

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SELECTED TRANSACTION ADVISORY SERVICES CREDENTIALS BY INDUSTRY

37

2014

Assistance with the

acquisition of

2014

Assistance with the

acquisition of

2014

Assistance with the

acquisition of Alta

Bicycle share

2016

Assistance with

investment in EEM

World

2015

Assistance with the

acquisition of certain

assets of

Assistance with the

acquisition of

2016

Consumer

products

2015

Assistance with the

acquisition of

Energy

2014

Advised joint venture

arrangement with the

Digital Energy division of

Food &

Beverage

2014

Assistance with the

investment in

Healthcare

2014

Assistance with the

acquisition of

numerous

anesthesiologist

practices

Lifestyle

Sports, Leisure & Entertainment

Other Industries

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Mazars’ Business Valuation Advisory Services Practice

has extensive nationwide experience in valuing, modeling

and analyzing business interests utilizing the most current

methodologies, fulfilling the complex requirements for

both:

• Financial reporting under the Financial Accounting

Standards Board and the International Accounting

Standards Board

• Internal Revenue Service and other taxing authorities

Properly substantiating the value of a business

enterprise, tangible or intangible assets, and financial

instruments has become more challenging due to

changing market conditions and regulatory requirements

for financial and tax reporting. Our valuations opinions

are prepared such that they are fully defensible to

withstand the scrutiny of various regulatory bodies.

We provide public companies and closely-held

businesses with valuation advisory services covering

business enterprises, intangible assets, common and

preferred stock and other securities, in addition to

partnership interests, private debt instruments, options,

warrants and other derivative products.

When a company requires an objective and independent

valuation, Mazars USA is looked upon as a trusted

advisor.

Our professionals are members of the leading industry

organizations including:

• The American Institute of Certified Public

Accountants (AICPA)

• The American Society of Appraisers (ASA)

• The Appraisal Institute (AI)

• The National Association of Certified Valuation

Analysts (NACVA)

• The CFA Institute

Our work product meets standards set by the ASA,

USPAP, NACVA, AICPA, and the Internal Revenue

Service, and can withstand third-party challenges in

litigation, tax and financial reporting audits.

BUSINESS VALUATION ADVISORY SERVICES(“BVAS”)

38

Your Trusted

Advisor

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BUSINESS VALUATION ADVISORY SERVICES (“BVAS”) – AT A GLANCE

39

▪ Purchase price allocations

(ASC 805)

▪ Portfolio valuations for Private

Equity Funds (ASC 820)

▪ Equity Based compensation and

stock options (ASC 718)

▪ Goodwill Impairment (ASC 350)

▪ Audit Assist – review of third-party

specialist

▪ Fresh-Start Accounting

▪ Phantom stock and incentive

stock valuation

Financial Reporting

▪ Fairness Opinions

▪ Solvency Opinions

▪ Merger and Acquisition Advisory –

independent valuations

▪ Valuations for Debt or

Equity Financing

▪ Succession Planning

▪ ESOP valuation

▪ Valuation of complex capital

structures

▪ Monte Carlo simulations and

forecasting

▪ Valuation of intangibles

▪ Valuation modeling and financial

analysis

Transaction Advisory

Litigation

▪ Divorce

▪ Shareholder and Partner

Disputes

▪ Expert Testimony

▪ Bankruptcy and Solvency issues

▪ Equity Compensation under IRC

409(A)

▪ Purchase price allocation under

IRC 1060 and 338

▪ Estate and Gift tax

▪ Charitable contributions

▪ Net Operating Loss Limitations

▪ Corporate Reorganizations and

restructuring

▪ S-Corp Conversions and built-in

gains

Tax Related Valuations

Real Estate Appraisal

▪ Commercial; Industrial; and multi-family

▪ Private equity

▪ Portfolio valuations

▪ Litigation – Expert

▪ Testimony

▪ Eminent domain

▪ Financial reporting

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SERVICES TO LENDERS

40

Making credit decisions and monitoring your customers’ financial and operational performance are more

important than ever. Commercial banks, asset-based lenders, factors, hedge funds and private equity firms

can all safeguard themselves with due diligence when structuring new loans, evaluating the existing loan

portfolio, or when DIP financing and workout arrangements are needed.

Mazars focus is to gain an understanding of the borrower and the lender’s collateral through analytical

analysis, transaction testing, and management inquiries. We are committed to a quick turnaround time and

fast deployment of professionals for immediate assistance.

We provide a full range of

tailored services to lenders,

taking into account the

special needs of the

industry.

SERVICES INCLUDE:

Calculation of availability and ineligibles and

evaluation of advance ratesEvaluation of inventory insurance coverage

Documentation of accounting processesDetermine status payroll, property, income and

sales taxes

Evaluation of management and accounting

personnelAnalysis of financial statements

Analysis of related process documentation for: Collateral analysis

• Cash

• Accounts receivable

• Inventory

• Accounts payable

Trend analysis

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FORENSIC ACCOUNTING AND DISPUTE RESOLUTION SERVICES

41

Our global forensic and investigation services provides a full compliment of services to attorneys,

lenders, investors, and company owners. Our team of professionals have extensive experience

providing high-quality, timely and cost-effective investigations, advice and expert reports on a wide

variety of financial and accountancy matters in the following areas:

Client Centric

Industry Expertise

Global Reach

Insurance Claims

Economic Damage

Analyses

Settlement Planning

(Financial and Tax)

Fraud and Financial

Investigations

Litigation and Trial

Support

Matrimonial and

Family Law Related

Services

Shareholder and

Partnership Disputes

Anti-Bribery and Anti-

Corruption Practices

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As economic uncertainty continues to affect the viability of businesses, organizations are increasingly challenged to improve their financial performance and restore corporate

value. Our Bankruptcy and Restructuring experts work hand-in-hand with you to solve your complex business and financial issues by implementing focused and achievable

strategies.

Comprised of highly talented, credentialed professionals with a wide range of backgrounds including CIRAs, CTPs, ASAs, CPAs, CFEs, MBAs and JDs, our team employs a

practical, results-oriented approach to help you address financial challenges. Our industry experience across a wide range of industries allows us to quickly mobilize a

multifunctional team best suited to meet your business needs.

CORPORATE ADVISORY AND RESTRUCTURING

42

▪ Turnaround business plan development and review

▪ Evaluate operational and financial issues causing

underperformance

▪ Evaluate management team and their ability to

implement turnaround plans

▪ Develop complex financial models connected to key

business performance drivers

▪ Prepare detailed 13-week cash flow projections

▪ Assess business sale prospects and identify potential

strategic and financial buyers

▪ Prepare distressed business valuation reports based

on recent distressed sales in and out of bankruptcy

▪ Assist management and investment bankers in 363

sale processes

▪ Management and oversight on the liquidation process

▪ Assist counsel and management in bankruptcy filing

and reorganization:

▪ Accounting and financial information

requirements;

▪ Bankruptcy Court and SEC reporting;

▪ Hands-on assistance to CFO and finance

department; and

▪ Expert witness testimony experience: valuation,

financial analysis, forensic accounting

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PRIVATE EQUITY ADVISORY SERVICES

43

Mazars USA’s Private Equity professionals understand the private equity environment and

have extensive experience and resources to guide you with all facets of accounting or tax

services, transaction support and financing. We have expertise in a wide array of industries,

giving us the specialized insight required to serve the unique needs of our various portfolio

company clients. Fluid Diligence Approach

Through Partner Involvement

Responsiveness

Tailored Solutions and Industry

Expertise

Mid-Market Experience

As your trusted advisor, our

benefits for you are based on:

These Services Include:

TRANSACTION SERVICES

Sell-side/buy-side due diligence

Transaction tax due diligence and structuring

Business valuation

Finance, Human Resources, and IT Due

Diligence

Working capital due diligence

Financial modeling

LENDER SERVICES

Loan Review/Due Diligence

Credit Risk Management

CORPORATE FINANCE

Mergers & Acquisitions

Capital Raise

OTHER SERVICES

Restructuring

Fund Services

Forensic Accounting & Dispute Resolution

Portfolio Management

Our comprehensive suite of services is designed to assist private equity firms in maximizing the value of

their investments.

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OUR FUND RELATIONSHIPS

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Our Private Client Services (PCS) Group possesses the resources, experience and

global expertise to provide a full range of services tailored exclusively to high-net-

worth individuals, closely-held business owners and their families.

Our focus is on taking care of you. We do this with a coordinated approach that

ensures there will always be someone to work with you in a proactive, integrated and

high-touch manner.

By building a close, trusted relationship with you and your family, we develop a deep

understanding of your situation and create comprehensive services that help you meet

your goals - now and in the future.

Our highly personalized tax and financial planning services are founded on consistent,

hands-on service to our distinguished clients.

We help you preserve and grow your wealth with a set of specialized tools that are

configured to fit your unique situation. We cater to the exclusive and diverse

requirements of clients with substantial wealth by:

Assigning an experienced and technically skilled staff of specialists who understand

the full history and intricate nuances of your financial situation.

Offering customized financial solutions to meet the precise personal and business

challenges you face.

Helping you identify goals and opportunities to plan appropriately for the future.

Delivering responsiveness, confidentiality and integrity to continue your legacy of

financial success - generation to generation.

45

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PRIVATE CLIENT SERVICES

46

Insurance and

Investment

Advisory

Services *

Cash Flow,

Education and

Retirement

Expatriate

Compliance

and PlanningTax Services

Estate, Gift,

Trust and

Charitable

Planning

Compensation

and Benefit

Services

Highly personalized solutions to help meet financial and personal goals

Mazars offers a combination of sophisticated tax planning, consulting and compliance services with our signature high

level of personal attention.

* We can assist with these through our RIA or working with your existing advisors.

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PRIVATE CLIENT TAX SERVICES

47

Any effective wealth or

strategy must consider

the impact of taxes.

Mazars offers a combination of sophisticated tax planning, consulting and compliance services, with our signature high level of personal attention. Gaining an understanding of your unique

needs allows us to focus on uncovering opportunities for tax savings so that you can concentrate on building, protecting, and preserving your wealth.

TAX SERVICES

Tax Compliance (Personal, Gift, Estate, Fiduciary,

Business, Payroll)

Transactional (Purchases, Sales, Structuring)

Income Tax Planning (Projections, Strategies)

International (Inbound and Outbound)

State and Local Tax (Nexus, Allocations, etc.)

Tax Controversy

Tax Reporting and Withholding

FATCA

GAAP/IFRS Disclosures

Cost Segregation

Corporate Structure

FBAR Reporting

Pension, Benefits and Compensation

EXPATRIATE COMPLIANCE AND PLANNING

Global Investor (Foreign Account, Asset

Reporting, Structuring)

Structuring Ownership and Identifying Strategies

to Safeguard Assets

Minimize Taxes and Enhance the Growth of

Such Investments

Global Executive (Equalization, Foreign Credits,

State and Local)

Assist with Navigating the Tax Laws of Two or

More Countries

Clarification on Various Tax Treaties and How

They Affect After Tax Earnings

Ensure Compliance with All Filing Requirements

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PRIVATE CLIENT FINANCIAL PLANNING & ADVISORY SERVICES

48

We work as a key member of your team of professional advisors to address all areas of your financial planning needs.

Many clients call upon us to assist them with

estate, gift, trust, and charitable planning. We are

available to review any existing wills and

established trusts to ensure that your estate’s

administration is taken care of and that these

important items are up to date and in accordance

with both your wishes and any eventuality that

may occur.

Estate, Gift, Trust & Charitable Planning

• Gift and Estate Strategies (Succession Planning

and Wealth Transfer)

• Document Review (Wills, Trusts, DPOA)

• Philanthropic Strategies (Foundations, CRATS,

CRUTS, CLTS)

• Legacy Planning and Elder Care Planning

• Asset Protection

• Estate Administration and Fiduciary Accountings

Entrepreneurial Business Services

• Assist with Start-Up Activities (Formation, SS-4, S

Elections)

• Set Up Accounting Systems (Training,

Implementation)

• Outsourcing Functions (G/L, A/P, A/R, Payroll,

QuickBooks)

• Accounting Assistance and Oversight (Audits,

Reviews, Compilations)

Compensation and Benefit Services

• Qualified Retirement Plan Strategies

• Deferred Compensation Strategies

• Equity Based Compensation (NQOs/ISOs)

Cash Flow, Education and Retirement

• Cash Flow Analysis (Including Retirement

Simulations)

• Education and Event Funding (529 Plans, Real

Estate Purchase)

• Financing Strategies (Personal Mortgages,

Business Loans)

Insurance Advisory Services*

• Needs Analysis and Evaluation Coverage

• Consulting Services/Sophisticated Strategies

• Product Options (Life, Health, Dbl, Group, LTC)

Investment Advisory Services *

• Asset Allocation and Strategic Planning

• Manager/Fund Selection and Evaluation

• Monitoring and Reporting

* Through our RIA, or working with your

existing advisors.

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SPECIALTY AREAS

PRIVATE CLIENT SERVICES

WOMEN FAMILY OFFICE SERVICES EXECUTIVES NEXTGEN

ATHLETES AND ENTERTAINERSATTORNEYSGLOBAL CITIZENS / MOBILITYMATRIMONIAL PLANNING

49

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PCS FOR WOMEN

The financial needs of today’s women are

complex. On average, women live longer than

men and can require as much as three times the

investment in long-term care. At the same time,

many women have become the primary

breadwinner or sole earner in their households

or may be handling finances for the first time in

the wake of a death or divorce. Mazars is here to

help you balance family needs, such as caring

for children and/or aging parents, with important

personal financial goals.

No matter your financial priorities – whether

properly investing existing wealth, planning for

long-term medical care, establishing a

successful monthly budget or saving for a child’s

college education – we are here to help you

build and secure the financial future you desire.

OUR SERVICES

Budgeting

Financial Administration

Financial Education

Financial Planning

Philanthropic Strategies

Health Care and Eldercare

Life Situation Change

We address the specific

needs of women – whether

they are single, married,

divorced or widowed.

50

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PCS FOR FAMILY OFFICES

Our dedicated Family Office Services team provides a

full range of services tailored exclusively to the multi-

generational, and often international, needs of family

offices. This includes integrating strategic planning

and compliance services with the dynamics and

structure of the family unit. We recognize the

importance of confidentiality and have rigorous

policies and procedures to protect client privacy and

guard client information.

Mazars USA LLP is an independent member firm of Mazars Group.

51

We build long-lasting

relationships with our

family office clients,

gaining a deep

understanding of their

goals and attending to all

of their financial needs.

OUR SERVICES

Multi-Generational Strategic Planning

Asset Placement and Allocation

Brokerage Tracking, Bill Paying and Banking

Functions

Preparing and Evaluating Personal Budgets

Household Staff Financial Management

Income, Gift, Estate & Generation Skipping

Transfer Tax Planning & Compliance

Philanthropic Planning

Cross-Border Planning and International Tax

Compliance

51

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PCS FOR EXECUTIVES

We provide comprehensive tax and financial planning

for executives of public and private companies. Our

clients count on us to skillfully handle the complex

interactions that take place within their business

activities, family dynamics, and personal financial

needs.

We understand that each executive’s situation is

unique, which is why we create a customized

approach that effectively integrates your team of

trusted advisors. In that regard, we are able to act as a

central touch-point for execution within the team on

your behalf.

You can rest assured that your financial needs are

being addressed, allowing you to focus on enhancing

your business while securing your family’s future.

Mazars USA LLP is an independent member firm of Mazars Group.

52Our professionals deliver

in-depth insight for C-Suite

executives, focusing on

the distinct elements of

executive compensation

and wealth-related

strategies.

OUR SERVICES

Taxation of Executive Compensation

(NQSO and RSUs)

Option Exercise Planning

ESOPS

IRC Section 161 Bonus Plans

SEC Restrictions

Split-Dollar Executive Benefits

Specialty Insurance Plans

Estate and Gift Planning

Multi-State Issues

Philanthropic Strategies

52

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PCS FOR NEXTGEN

There are both opportunities and challenges when

you are a beneficiary of family wealth or building

your own wealth. It can be difficult to balance

family and/or non-financial goals with fulfilling your

individual needs and objectives.

We help our clients to leverage these different

forms of capital in planning for the future and

preparing for the unexpected – from ensuring that

inherited wealth is properly managed to planning

for long-term goals, budgeting for monthly

expenses or saving for a particular investment.

Mazars USA LLP is an independent member firm of Mazars Group.

53

We believe that financial

wealth is a tool to enhance

human, intellectual, social

and spiritual capital – a

means to create the life

that you want to lead.

OUR SERVICES

Financial Education

Financial Planning

Personal Goal Setting

Family Goal Setting

Coordination with Family and Professional

Advisors

53

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PCS FOR MATRIMONIAL PLANNING

We offer a complete analysis of your client’s

financial, tax and advisory needs. We deliver a

broad range of pre-marital, divorce, and post-

divorce services to address all aspects of

matrimonial planning including financial

planning, tax consulting and preparation,

valuation advisory, forensic accounting, and

dissolution resolution services.

Mazars USA LLP is an independent member firm of Mazars Group.

54

Our Matrimonial Planning

Group draws on the

knowledge and resources of

experienced multi-

disciplinary professionals to

provide you with exceptional

service.

OUR SERVICES

Financial Planning

Tax Consulting/Preparation

Valuation Advisory

Forensic Accounting & Dispute Resolutions

54

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PCS FOR GLOBAL CITIZENS & GLOBAL MOBILITY

Because many of our clients hold

citizenship in more than one country

or have family members, business

interests or investments abroad, we

offer fully global capabilities. We also

help today’s growing class of

international professionals – those

who hold citizenship in one country,

but are employed in another – address

the tax implications and other

complications of their global status.

In an increasingly global economy,

international companies often employ

citizens of one country in another

country – whether on a temporary or

permanent basis. We help you

address the compliance, tax, and

other implications of this type of

transaction for such employees,

ensuring all the bases are covered

and you can focus on growing your

business.

Mazars USA LLP is an independent member firm of Mazars Group.

55

Creating a customized

approach that effectively

integrates your team of

trusted advisors.

GLOBAL CITIZENS SERVICES

U.S. Entry/Exit Briefings

Income Tax Return Compliance

FBAR and other FATCA reporting

ITIN Applications

Offshore Voluntary Disclosures

Passive Foreign Investment Company Analysis

Subpart F Analysis

Structuring of Multi-National Operations

Advisory Services and Memorandums with

Respect to Expatriation and Pre-Immigration

Planning

GLOBAL MOBILITY SERVICES

Advise on Obligation to Withhold Federal, State

and FICA Taxes

Hypothetical Tax Calculations

Tax Equalization Calculations

Advise Human Resources on Payroll Setup

Net Pay Computations

International Corporate and LLC Tax Compliance

Assisting Foreign-Owned Companies with

establishment and operations in the USA

Review of Deferred Compensation Arrangements

and Tax Effects

Mitigation of Internal Revenue Code Section

409(A) Tax and Penalties

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PCS FOR ATTORNEYS

As a professional services provider, the needs of

your clients are your number one priority. When

was the last time you considered your personal

finances with such focus? Mazars takes an

integrated and consultative approach to private

client services for attorneys to address your

personal and financial needs.

Our special industry knowledge in the legal sector

and tax implications for legal professionals means

that we can help you foresee obstacles before they

grow into problems – whether in accounting,

finance or tax. We understand that keeping

competitive in a volatile marketplace is critical and

we can help create conditions that help you and

your business venture further.

Mazars USA LLP is an independent member firm of Mazars Group.

We work one-on-one with

you to develop tailored,

effective plans for growing

and preserving your wealth

while minimizing your tax

burden.

TAX SERVICES

Income, Estate and Gift Tax Planning

Tax Compliance for Personal, Gift and Estate

Purposes

WEALTH MANAGEMENT SERVICES

Cash Flow Analysis

Estate and Gift Planning

Insurance Planning

Investment Strategies

Retirement Planning

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PCS FOR ATHLETES AND ENTERTAINERS

Our team is familiar with the intricacies of

athletic and entertainment contracts, advances,

royalties, syndication revenues and expenses,

tour income and expenses, promoter costs,

front-end/back-end/cancellation clauses,

ratings-based revenues, and the many other

accounting and tax issues that you face.

We work closely with agents, attorneys,

investment advisors and other professionals to

ensure there is an effective financial strategy in

place, from tax minimization to retirement and

estate planning.

Mazars USA LLP is an independent member firm of Mazars Group.

Athletes and entertainers

face particular wealth

management challenges in

terms of tax strategies,

wealth preservation and

financial planning.

OUR SERVICES

State Tax Nexus (Residency) Strategies

International Tax Minimization Strategies

Multi-State Income Tax Considerations

Comprehensive Personal Financial & Retirement

Planning

Athlete Specific Deduction Strategies

Charitable Contribution Strategies

Federal and State Tax Planning

Establishment of a Business or Not-for-Profit

Organization/Foundation

Auditing and Oversight for Royalty, Endorsement,

Licensing and Merchandising Agreements

Liaison with Agent, Attorneys, Foreign Professionals

and Others

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PCS E-NEWSLETTER AND ALERTS

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Our Wealth Advisor e-Newsletter and Tax Alerts cover tax and other financial concerns that will affect high net worth individuals.

In addition to our personal contact with clients, this insightful coverage ensures that we keep you updated on important trends and emerging issues throughout

the year.

WEALTH ADVISOR TAX ALERT

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GLOBAL INFRASTRUCTURE FINANCE

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GLOBAL INFRASTRUCTURE FINANCE

The Infrastructure Sector Is Globally Connected.

Our Team Of 120 Professionals Is Supported By 20,000 Colleagues In 89 Countries With Local Expertise In

Audit, Accounting, Advisory And Tax.

Mazars USA LLP is an independent member firm of Mazars Group.60

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FINANCIAL MODEL DEVELOPMENT

CORALITY FINANCIAL MODELLING™

Using the best practice Corality Financial Modelling methodology,

we develop robust, flexible and professionally presented financial

models tailored to the specific needs of decision makers.

1 TRANSACTION SUPPORT AND ADVISORY

COMPLEMENTING YOUR STRENGTHS

In select cases, we work with our clients to support bids, acquisitions,

divestments and financing processes with commercial insights, process

management and due diligence.

2

MODEL AUDIT

GLOBAL LEADER

With global project experience, strong credibility with financiers and

the global scale to deliver on large and complex assignments, we

are the trusted global leader in model audits.

3 VALUATIONS

GLOBAL EXPERIENCE LOCAL INSIGHTS

Using our international transaction experience, we deliver insightful

valuation reports with up-to-date global benchmarks to funds,

governments, developers and investors.

4

CORALITY ACADEMY Experience from 5,000 participants in public courses, and in-house courses to over 300 organisations. Corality Academy

delivers training solutions in financial modelling, infrastructure/PPP, project finance, energy, mining and valuations.5

SERVICES OVERVIEW

INFRASTRUCTURE SERVICES FOR THE FULL ASSET LIFECYCLE

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Mazars tax offerings include:

Providing our clients with

comprehensive tax services

Tax Accounting Worldwide planning with our foreign offices

ASC 740 Individual Tax Assistance

IAS 12 Employment Taxes

FATCA/Information Reporting Expatriates and Aliens

Tax Compliance State and Local Tax Expertise

Review of income tax/information return Pension and Profit Sharing

IRS audit assistance Transfer Pricing

International Tax Consulting

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We plan for tax opportunities rather than react to tax

consequences by optimally positioning our clients

through emphasis on constructive planning and a

proactive approach. Our commitment extends beyond

compliance to keeping you informed of the latest tax

legislation and judicial decisions that impact your

operations.

Our professionals have comprehensive understanding of

the latest tax strategies and financial instruments. We

tailor our services to suit your particular needs by:

• Studying existing corporate structures, policies,

operations, procedures and business practices and

recommending changes that reduce tax costs

• Reviewing major transactions in their formative

stages and proposing changes to achieve the

optimum tax results and avoid future tax risks

• Reviewing investments and trading in derivative

products issues to avoid surprises by the IRS during

audits

• Preparing requests for ruling and conducting

negotiations with tax authorities

• Advising on the impact of new tax laws, decisions,

regulations, rulings and proposed legislation

• Formulating policies and determining requirements

for compliance with applicable tax laws at the least

cost

• Assisting with administration of tax laws, including

advice on preparation of tax returns and

negotiations with tax examiners

• Providing tax planning ideas to assist with specific

opportunities

• Assisting with information reporting

• Preparing and procuring refund claims against

assessments and administrative appeals

A PROACTIVE TAX APPROACH

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Understanding your business

and wealth growth strategies

to work with you to align,

develop, and implement

structures that are tax

effective

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The determination of a state’s ability to tax an entity

requires a comprehensive analysis of activities

within, and connections to, the state. Organizations

conducting multi-state activities need to evaluate

nexus issues on an annual basis.

Mazars’ SALT specialists are experts in evaluating

such issues and navigating related tax challenges. In

the event of an error or omission, we can correspond

with taxing authorities to reduce the number of tax

years for which an assessment is made (the “look

back period”), abate the potential penalties and/or

obtain a refund of tax erroneously paid.

Further, we can identify those activities that typically

create sufficient nexuses for future filings and

develop strategies to reduce tax by eliminating or, in

some instances, creating nexuses in various states.

Our SALT services include:

▪ Sales and use tax audit

▪ Real property tax review

▪ State income tax diagnostic review

▪ Nexus and economic nexus studies

▪ Nonresident withholding studies

▪ Due diligence reviews

▪ Merger and acquisition transaction planning

▪ Multi-state and global credits and incentives

review

▪ Payroll tax

STATE AND LOCAL TAX (I AM A SHORT SALT PAGE)

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We bring complex State and Local

Tax issues to light

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State income/franchise tax

Our objective is to align tax effective structures with

your business strategies to minimize the tax burden

on earnings, cash flow, and investment while

managing risk. Our state income/franchise tax

professionals keep current with the complex and

dynamic state income/franchise tax landscape as it

evolves through legislative, judicial and

administrative developments, and assist in keeping

your planning in alignment with your business

environment and strategies.

Our services include:

Review of filing methodologies to identify more

favorable alternatives, potential refunds and risks.

Includes analysis of alternative apportionment and

allocation methods such as combined and separate

reporting, composite flow-through reporting, and non-

resident reporting and withholding requirements.

• Nexus and taxability studies.

• Provide guidance on new state tax policy and

legislation, advise on the tax return impact of

those changes and team to help prepare returns.

• Assist, review, or prepare throughout the tax

accounting, compliance and controversy

processes.

• Assist with the complicated process of identifying

tax positions, assessing the associated risk and

measuring the benefit related to compliance and

financial reporting processes.

• Responding to and communicating with state and

local tax authorities in respect of notices, voluntary

disclosures, or seeking technical advice.

• Assist with state tax audits and mitigation of audit

assessments.

Through the Praxity state tax desk network we can

efficiently access professionals with deep state-

specific tax knowledge capable of addressing

complex technical and administrative issues in all the

major state and local jurisdictions.

STATE AND LOCAL TAX (SALT) EXPERTISE

65

The total State and local tax

burden on a business

enterprise can often exceed the

federal income tax burden and

significantly impact your cash

flow, effective income tax rate,

and risk profile. Our state and

local tax professionals combine

technical and jurisdictional

experience and knowledge to

assist you with minimizing the

state and local tax burden on

your business enterprise.

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We align tax effective entity,

transaction, and capital structures

with your business strategies to

allow you to retain more of your

business profits and value; assist

you in identifying and managing

risk areas and provide timely,

accurate, and efficient compliance

services.

Our US State and Local Tax group

is enhanced through the Praxity

network giving us access to local

professionals in the major U.S.

state and local jurisdictions.

Business incentives and credits

Business incentives and tax credits are generated

from investment in people (workforce growth and

retention, and training), and capital (property and

research). These grants, credits, and other

assistance can significantly affect a company’s return

on investment and tax position. Incentives often

involve income or franchise tax credits, sales and

use tax exemptions and refunds, property tax

abatements, reimbursements for training expenses

and favorable financing arrangements.

We help companies identify and obtain incentives

that may be available through statutory provisions

and through negotiation with appropriate federal,

state, and local agencies.

Our services include:

• Multistate statutory credits and refunds

• Global Research and Development

• Employer credits and incentives

• Training incentives

• Green and energy efficiency credits and incentives

Sales and use tax

Our sales and use tax professionals assist

companies on a nationwide basis, across a broad

spectrum of sales and use tax issues.

We offer:

• Sales and use tax nexus and taxability studies

• Sales and use tax refund and recovery services

• Sales and use tax transaction structure review

• Risk assessment and mitigation

• Audit support and assessment mitigation

STATE AND LOCAL TAX (SALT) EXPERTISE

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Source and use of capital

Services

▪ Are there any services being provided

by one entity to an other(s)?

▪ Services could include management,

back and middle office support, HR, IT,

and legal.

Intangibles

▪ Are there any shared processes, or

techniques used by the group?

▪ Trademarks or trade names?

Intercompany loans and guarantees

▪ Are there any intercompany loans or

financing arrangements extended?

▪ Financial or performance guarantees?

Use of branches vs. subsidiaries

Regulatory considerations

▪ Non-transfer pricing regulations may

have a direct impact on intercompany

charges (e.g., banking, insurance)

TRANSFER PRICING

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Given the significance of transfer pricing in

today’s international tax environment, Mazars

is prepared to assist you in connection with a

broad range of transfer pricing challenges.

A variety of related-party transactions in the financial services industry are

increasingly raising transfer pricing audit risks, as well as tax-planning opportunities:

FINANCIAL SERVICES

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Banking Asset Management

Portfolio management

▪ Are related parties performing any asset management activities for a

named advisor, or otherwise acting in a sub-advisory capacity?

▪ Are related parties performing research or trade execution functions?

Marketing

▪ Are related parties performing any marketing activities, or otherwise

responsible for sourcing assets?

▪ Are other relevant services provided by related parties (e.g., middle- and

back-office, operations, transfer agent)?

Services

▪ Profit split: should management fees be split amongst related parties?

▪ Cost plus: should routine functions be compensated through a mark-up on

costs?

Compensation

Sourcing, origination and servicing of assets

▪ Are related parties originating third-party assets held by a bank? Are

they being compensated?

▪ Are related parties servicing the assets held by a bank? Services may

include customer service, financial reporting, processing, underwriting,

etc.

Capital

▪ Is capital appropriately attributed amongst the controlled group?

Expense Allocation

Regulatory considerations

▪ For a US branch of a foreign bank, are head office expenses allocated

appropriately under Treas. Reg. 861?

▪ Section 23B of Regulation W of the Federal Reserve Act requires that

the terms and fees of related party transactions must be no less

favorable a bank than the prevailing market terms and fees for similar

uncontrolled transactions (i.e., at arm’s length, or maybe better)

TRANSFER PRICING

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BANKING & ASSET MANAGEMENT

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Provision of capital

▪ Which party or parties within the controlled group provides the

capital to enter into positions, and bears associated risks of loss?

▪ Is the provision of capital a routine or non-routine function?

▪ Are other relevant services provided by related parties (e.g., risk

management, origination and marketing, back-office, compliance,

legal, treasury, etc.)?

Support Services

Trading

▪ Which party or parties within the controlled group is responsible for

making and executing sales?

▪ Is a global book maintained, and if so how is capital allocated

amongst the relevant entities?

▪ How much discretion are trading entities given?

▪ Is a proprietary book maintained?

▪ Is trading a routine or non-routine function?

TRANSFER PRICING

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BROKERAGE

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Examining your compliance

risk factors

On January 17, 2013, the U.S. Treasury and

Internal Revenue Service (“IRS”) published the

final Foreign Account Tax Compliance Act

(“FATCA”) regulations (the “Final

Regulations”), also known as Chapter 4 (IRC

§§ 1471 through 1474). The Final Regulations

present comprehensive guidelines for the

implementation of FATCA information reporting

and withholding tax provisions targeting non-

compliance by U.S. taxpayers using foreign

accounts. The Final Regulations were drafted

to promote:

1. International Participation

2. Streamlined Compliance

3. Preparation for FATCA Implementation

The IRS adopted many industry comments,

applying a risk-based approach and simplifying

administration.

The Final Regulations:

I. Coordinate the obligations for financial

institutions under the regulations and the

governmental agreements

II. Align the timelines for due diligence, reporting

and withholding with the intergovernmental

agreements (“IGAs”)

III. (Expand and clarify the scope of payments not

subject to withholding – notably regarding

grandfathered obligations

IV. Refine and clarify the treatment of investment

entities, low-risk institutions or passive

investment entities and

V. Clarify the compliance and verification

obligations of Foreign Financial Institutions

(“FFIs”), including groups of financial institutions.

Implement FATCA Now to Avoid Future

Non-Compliance and Significant Tax

Exposure

It is important to assess your needs and related

expenditures for FATCA compliance. Significant lead

time is required to properly perform a compliance risk

assessment and evaluate any required modifications

to your existing systems. Mazars extensive

experience advising corporate and high net-worth

clients in complicated areas of accounting, tax and

audit regulations means that we understand the

unique challenges that our clients face. We have

developed an effective approach to help clients

adjust to the new regulatory environment, from initial

in-depth impact analysis and strategy development

through ongoing training and consultation - we are

poised to help you successfully navigate each stage

of FATCA’s implementation.

FOREIGN ACCOUNT TAX COMPLIANCE ACT

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Initial High Level Risk Analysis Assessing Scope of FATCA Impact

▪ Organizational FATCA Overview for

Traditional Banks and Broker/Dealers, Asset

Managers, Insurance Companies, Overseas

Private Businesses, Non-Financial Foreign

Entities (NFFEs), Multi-National Corporations

(MNCs), Intergovernmental Agreement (IGA)

FATCA Partner Jurisdictions, and U.S.

Withholding Agents)

▪ Legal Entity Review to Determine FATCA

Scope

▪ Account Holder and Investor Analysis

▪ Product Review

▪ Client On-Boarding Review

▪ Payment Cycle Review

▪ Third Party Impact and Coordination

▪ Legal/Jurisdictional Issues (Beyond Scope of

FATCA Partners)

FATCA Implementation -Full Project Management or Coordination with Client’s Project Management Office

▪ Remediation of Pre-existing Accounts

▪ Client On-boarding Impact (AML/KYC)

and New Account Process

▪ Development of Internal Procedures

▪ Development of Training Module

▪ Development of FATCA Related Client

Communications

▪ Technology (Internal and/or Coordination

with External Vendors) Implementation,

Testing and Builds -- Tax Information

Reporting and Withholding Impact --

Accounts Payable and Vendor Reporting

Impact

▪ Provide Tax Technical Advice for Specific

FATCA Related Inquiries

▪ Provide Tax Technical Project

Governance to Supplement Internal

Corporate Tax Department Expertise

▪ FATCA Health Checks Prior to

Responsible Officer Signing as FATCA

Compliant

▪ Independent Third Party Assessment for

Prima Facie Participating Foreign

Financial Institutions (PFFIs) and Non-

FATCA Partners

▪ Either in conjunction with FATCA

implementation, or as a separate

engagement, we can support your tax

information and withholding needs with

tailored services

FATCA Technical Advisory Services

FATCA SERVICES

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Current Information Reporting and Withholding

Engagements

▪ Non-Resident Alien (NRA) and U.S. Backup Withholding, Client On-

Boarding, Tax Information Reporting and Withholding Process Review,

Gap Analysis and Project Management Remediation Plan

▪ Ongoing Technical Tax Advisory Annual Changes to Tax Forms and

Reporting Obligations

▪ Regulatory Changes (e.g., FATCA, Cost Basis Reporting)

▪ U.S. Tax Documentation Remediation (Prior to Audit)

▪ Development of Standardized Procedures and Checklists

▪ New Product Review for Impact to Operational Infrastructure and IT

Requirements

▪ Technology Builds—Tax Withholding and Reporting Module Testing

Accounts Payable Process Review

▪ Tax Documentation and Reporting for U.S. Individuals and Entities

▪ Identify, Tax Document and Properly Report and/or Withhold Where

Applicable for NRA Payees

▪ Vendor Documentation Review for MNCs

Existing and New IRS Qualified Intermediary

Agreements

▪ Conduct and File External Audits with the IRS

▪ Perform Health Checks (Prior to Filing Tax Returns)

▪ Relationship with IRS QI Audit Team

▪ Leverage QI Infrastructure for FATCA Implementation

▪ QIs will be Prima Facie Participating FFIs for FATCA— QI-EIN

Number Will Not Change

▪ Qualified Securities Lender Process Enhancements

TAX WITHHOLDING, REPORTING AND QUALIFIED INTERMEDIARY SERVICES

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In today’s ever-changing international arena, keeping up with the latest regulations

and compliance issues is critical. Whether the client is a U.S. business owner or

individual with international connections and overseas operations, or a foreign entity

conducting business in the U.S., Mazars professionals can assist you with:

INTERNATIONAL SERVICES

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Keeping your organizations

up to date on international

regulations and compliance

issues

▪ Accounting and auditing

▪ Tax planning and consulting

▪ Business structuring and corporate finance

▪ Offshore trusts and entities

▪ International estate and asset protection vehicles

▪ Foreign national and expatriate taxation

▪ Advisory services for foreign investors

▪ Mergers & acquisitions

▪ Tax aspects of global portfolio investments

▪ Foreign investments in U.S. real estate

▪ International treaties and conventions

▪ International Financial Reporting Standards (IFRS)

▪ Transfer Pricing

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HIGH NET-WORTH TAX & ADVISORY SERVICES

74

We provide tax and wealth management services that help high net-worth individuals, their families and their family-owned businesses, creating customized financial

solutions tailored to meet the precise personal and business challenges faced by clients with substantial wealth. Through our hands-on approach, we build real

relationships with our clients, gaining deep understanding of their goals and walking them through each step of their financial planning.

Tax Services

▪ Compliance (personal, gift, fiduciary,

business, payroll)

▪ Transactional (purchases, sales, structuring)

▪ Income tax planning (projections, strategies)

▪ Executive compensation

Investments

▪ Asset allocation and strategic planning

▪ Manager/Fund selection

▪ Monitoring and reporting

Insurance

▪ Needs analysis

▪ Consulting services/Sophisticated strategies

▪ Product options (Life, Health, Dbl, Group,

LTC)

Personal Accounting and

Bookkeeping

▪ Bill paying and banking functions

▪ Personal books and records

▪ Brokerage tracking

▪ Fiduciary accountings

Estate, Gift and Charitable

Planning

▪ Gift and estate strategies (succession planning,

flow charting)

▪ Document review (wills, trusts, DPOA)

▪ Philanthropic strategies (foundations, CRATS,

CRUTS, CLTS)

▪ Legacy planning

Qualified Plan Services

▪ Plan design and structure

▪ Investment selection

▪ Fiduciary and employee education

Cash Flow, Education and

Retirement

▪ Financial planning analysis (including

retirement simulations)

▪ Education and event funding (529 plans, real

estate purchase, etc.)

▪ Financing strategies (personal mortgages,

business loans)

Entrepreneurial Business

Services

▪ Start-up entities (formation, SS-4, S Elections)

▪ Set up accounting systems (training,

implementation)

▪ Outsourcing functions (G/L, A/P, A/R, payroll,

QuickBooks)

Family Office Services

▪ Lead advisor, strategic planning and

compliance

▪ Asset placement and allocation

▪ Concierge-type services

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Our professionals are experienced with IFRS convergence assignments in the U.S. and abroad. To better

serve our clients, we have launched an IFRS Desk – a special client hotline, specifically aimed at helping

clients get answers to their IFRS questions.

We service multinational companies on IFRS matters including:

▪ Plan development for the implementation of IFRS

▪ Assistance in the transition phase to IFRS (also called First Time Application)

▪ Training under IFRS

▪ Technical support for IFRS

▪ Auditing of financial statements prepared under IFRS

INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS)

75

We help private and public companies convert to IFRS, by acting as auditors and advisors.

Understanding Upcoming

IFRS Compliance

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TAX SPECIALTY SERVICES

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In addition to our core audit and tax services, we offer a full range of specialty services from functional process

reviews to benefits consulting and outsourcing management. As companies expand their base of operations to

include locations across the country and around the world, Mazars is prepared to offer specialty expertise to

make the transition seamless.

Specialty services to meet

your needs

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A Quantity Survey Approach

COST SEGREGATION STUDIES

The new building on your balance sheet - or the property you just acquired or

renovated - may generate more cash flow benefits than most companies realize.

That’s because the values of short lived assets contained in construction or acquisition

cost documentation are often hidden from view. Cost segregation studies, a service

that uncovers these hidden assets, can be a potent tool, bringing substantial tax

savings made possible by accelerated depreciation.

You have an opportunity to maximize their depreciation benefits under current tax law

if you are:

▪ Building a new facility.

▪ Renovating, remodeling or expanding an existing building.

▪ Purchasing or acquiring real estate

▪ Relocating and investing in leasehold improvements.

▪ Not depreciating current assets properly.

Depreciation continues to be one of the most significant opportunities to reduce your

federal income tax liability. Without cost segregation, however, many companies fail to

fully capture these benefits.

Accounts Payable Process Review

The results of a cost segregation study, depending on effective tax rates and discount

rates, can save clients, on a net basis, $210 for every $1,000 of property reclassified

from long life to shorter life depreciation categories.

In the absence of a cost segregation study, it is difficult for a company to separate all of

the personal property and land improvement costs, as well as indirect costs, from the total

cost of the building. The result - all such property is subject to a 39 year straight-line

depreciation (27.5 years for residential real property) - resulting in a substantially higher

tax liability.

A cost segregation analysis breaks down construction and acquisition costs and allocates

them to specific categories: tangible personal property, land improvements, and real

property.

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REPRESENTATIVE CLIENTS

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With new regulations already in effect and coming down the pipeline, Employee

Retirement Income Security Act (ERISA) and IRS rules can be difficult to navigate for

plan fiduciaries and benefit and investment committees, as well as officers, trustees

and directors. Balancing the need for compliance and transparency, regulators’

increased scrutiny of plan governance, and the need for effective and efficient benefit

administration can be overwhelming.

We help clients understand and adhere to the rules in an efficient and cost effective

manner.

Our national reputation has been earned not only for technical competence, but for our

ability to work with employers to further their business goals.

Mazars USA LLP is an independent member firm of Mazars Group.

Our philosophy in the employee benefits area is to present

clients with a wide range of options, many of which they

have not previously considered.

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Extensive experience in:

▪ Traditional defined benefit and defined contribution plans

▪ Employee benefit aspects of acquisitions, mergers and divestitures

▪ Executive compensation

▪ Deferred compensation programs

▪ Equity incentive plans/arrangements,

▪ Welfare benefit plans

▪ Healthcare compliance

▪ Plan administration

▪ Employee stock ownership plans

▪ Severance programs and employee communications.

Our services include:

▪ Counseling pension, 403(b) and 401(k) plan committees, trustees, directors and other plan fiduciaries about their powers and responsibilities under ERISA and other applicable laws

▪ Monitoring all aspects of ERISA and IRS compliance

▪ Identifying areas of potential exposure and offering unique, cost-effective solutions

▪ Reviewing and evaluating internal compliance procedures and recommending best practices

▪ Drafting of best practice procedures to minimize fiduciary liability for trustees, company officers and directors

▪ Advising on and supervising corrective actions, and submitting these actions to the IRS and Department of Labor

▪ Training plan fiduciaries regarding their fiduciary responsibilities

▪ Assisting in outsourcing administrative and investment fiduciary liability based on fiduciary operational reviews

▪ Implementing procedures to avoid participant and government litigation

▪ Advising on reporting and disclosure-related issues, encompassing participation, vesting, funding, benefit accrual, fiduciary responsibility, prohibited transactions, plan termination and asset reversion

▪ Minimizing exposure in mergers and acquisitions and other transactional matters

GLOBAL EXECUTIVE COMPENSATION AND BENEFITS

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ERISA and Benefits Litigation

• Providing support to employers and plan

fiduciaries in litigation with respect to benefits

matters including the defense of alleged

violations of ERISA and related federal and state

laws

• Addressing claims based on malfeasance in the

administration of a plan or the investment of its

assets, denials of health insurance coverage or

reimbursement and alleged discrimination in

coverage or benefits

• Assisting in administration of plans in bankruptcy

situations

Employee Benefits

• Providing advice and services with respect to life

insurance, health insurance, severance pay and

other forms of welfare plans

• Monitoring ERISA and IRS compliance

• Identifying areas of potential exposure and

offering cost-effective solutions

• Create tools that enable sponsors of retirement

and welfare plans to create a platform for

proactive administration

• Assisting officers and directors in FASB reporting

and disclosure compliance

• Assisting state and local governments in GASB

reporting and disclosure compliance and

assessing long-term funding options

• Minimizing exposure in mergers and acquisitions

• Reviewing and evaluating internal compliance

and assessing long-term funding options

• Minimizing exposure in mergers and acquisitions

• Reviewing and evaluating internal compliance

procedures and recommending best practices

• Implementing procedures to avoid participant

and government litigation

GLOBAL EXECUTIVE COMPENSATION AND BENEFITS

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GLOBAL EXECUTIVE COMPENSATION AND BENEFITS

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Qualified Retirement Plans

▪ Defined benefit and money purchase pension

plans, 401(k) and 403(b) plans, profit sharing

plans and ESOPs

▪ Multi-employer plans and multiple employer

plans

▪ Planning with regard to program structure and

design

▪ Drafting of documents and amendments, trust

agreements and summary plan descriptions

▪ Reviewing agreements with record keepers,

investment advisers and other service providers

▪ IRS submissions of plans and amendments

▪ Advise on loan procedures and supporting

documentation, QDRO procedures, investment

policies, election and beneficiary designation

forms, distribution election forms, tax notices,

other administrative forms, and other plan

policies and procedures

▪ Counsel on procedures to minimize fiduciary

liability for self-directed individual account plans

to comply with Section 404(c) of ERISA

▪ Advise on other fiduciary and ERISA compliance

matters

▪ Assist with plan terminations and mergers

▪ Address correction of administrative and

document errors pursuant to IRS procedures

▪ Provide tax planning with regard to participant

distributions

Executive Compensation

▪ Assist in design and implementation of various

types of executive compensation plans that fit

the special needs of clients and the funding

vehicles used for those plans

▪ Negotiation and counsel on executive

employment agreements, bonus programs and

deferred compensation to comply with Section

409A

Fiduciary Operational Reviews

▪ Conduct fiduciary operational reviews to analyze

components of an employer’s retirement plan

operations

▪ Identify potential risks, problems and

deficiencies with plans

▪ Advise on corrective measures to bring plans

into compliance with current rules and

regulations

▪ Provide a four-part review:

▪ Completion of a fiduciary audit checklist

▪ Review of the plan and related documents

▪ Testing of internal control procedures utilizing

computer filters to test participant information

▪ Issuance of a fiduciary operational report

containing the findings and recommendations

for correction

▪ Complete a fiduciary operational review evaluating

eligibility for self-correction or other corrective

programs available through the IRS and DOL

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GLOBAL EXECUTIVE COMPENSATION AND BENEFITS

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Governance, Accountability and Protection

▪ Providing best practice governance procedures

▪ Assist in satisfying all regulatory requirements

relating to the accountability for employee benefit

plans’ proper operation

▪ Identify and correct problems with respect to plans’

corporate governance structures, ensuring prudent

documentation with respect to all plan-related

processes and procedures

▪ Identify and correct prohibited transactions and

other ERISA violations before audits by the IRS,

DOL or PBGC

▪ Assist in disclosing retirement plan expenses to

plan participants by conducting a rigorous

“revenue recapture” audit

▪ Review fees that are being charged to the

retirement plans (hidden fees and expenses) and

address recapturing significant fees of such audits

IRS, DOL and PBGC Plan Audits

▪ Work closely with the IRS, DOL and PBGC on

public policy issues, soliciting feedback from these

agencies on a no-names basis with respect to novel

or arcane issues or legislative and regulatory

proposals

▪ Handle all aspects of an IRS, DOL or PBGC audit

from initial correspondence

▪ Manage contact with the respective agency

including meetings, calls and contacts with the

agency, through the negotiation of a closing

agreement, settlement and complete resolution of

the audit

▪ Use effective representation in connection with such

audits as a cost-effective way to reduce or eliminate

claims

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GLOBAL EXECUTIVE COMPENSATION AND BENEFITS

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Welfare Benefits

Provide counsel on documents and summary plan

descriptions (SPDs) for medical, dental, life

insurance, disability benefits (short- and long-term),

FSAs and other welfare benefits

Cafeteria Plans

▪ Structuring and implementation of cafeteria plans

▪ Compliance with nondiscrimination rules and other

laws applicable to those plans

Mergers and Acquisitions

▪ Assistance with employee benefit plan and

executive compensation issues raised by mergers

and acquisitions

▪ Counsel on representations, warranties and

covenants to protect buyers

▪ Conduct due diligence reviews of the seller’s

various employee benefit plans

▪ Analyze golden parachute agreements and their

financial cost to the buyer (and the possible

restructuring of those agreements to minimize tax

costs)

▪ Coordinate the integration of the seller’s equity

compensation programs into rights to acquire

equity of the buyer

▪ Negotiate and document the allocation of COBRA

responsibility between the seller and the buyer

▪ Work in connection with the post-closing transition

from the seller’s benefit and compensation plans

to the buyer’s plans

▪ Review representations, warranties and

covenants pertaining to benefit plans

▪ Conduct due diligence review of the acquired

company’s plans

▪ Assist with planning for and implementing the

consolidation of benefit plans of the acquired and

acquiring companies post-acquisition

▪ Fiduciary operational reviews for plan sponsors to

comply with the required representation

▪ Address the closing of merger and acquisition

transactions by insuring document/operational

failures that are identified but not corrected

International Matters

▪ Counsel on issues involving multinational

businesses

▪ Assist executives with job assignments in several

countries

▪ Advise employers and employees who may be

taxed by more than one country

▪ Address plan design, tax analysis, interpretation of

relevant treaties and estate planning issues

▪ Provide significant expertise in cross-border

employee benefit matters

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SEC SERVICES

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Mazars understands the challenges facing public companies and other entities that are required to file with the

Securities and Exchange Commission. Our experienced professionals deliver expertise in accounting, auditing,

tax and consulting across a variety of industries, servicing multi-faceted domestic and international SEC filers.

The current environment has intensified the focus of entities that file with the SEC and their auditors on strict

compliance with applicable standards, rules and regulations. As a member of Mazars Group, our international

capabilities uniquely qualify us to serve current and future SEC filers’ compliance or consulting needs

domestically and abroad. Our knowledgeable engagement teams provide proactive, quality solution-oriented

client service.

Addressing your regulatory

reporting requirements

Our SEC Practice Group is

well equipped to provide deep

industry and technical

knowledge paired with

international experience on

SEC engagements.

SERVICES

Initial public offerings, registration statements and

issuance of comfort letters

Guidance to audit committees and other governance

boards

IPO readiness Financial statement audit preparation services

Annual audits and interim reviews in accordance

with the PCAOB’s standards Internal audit

Compliance filings such as: Section 404 – Sarbanes-Oxley Compliance

─ Form 10-K

─ Form 10-Q

─ Form 11-K

─ Form 20-F

Tax law compliance (domestic and foreign) and

advisory services

Agreed upon procedures, attestation and SOC 1

and 2 reportingTax provision (GAAP/IFRS) preparation and review

Investment Company Act of 1940 compliance and

Investment Advisers Act of 1940

Technical accounting compliance and related matters

(GAAP and IFRS)

Mergers and acquisitions related to or converted

into public entities

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Our SEC Practice Partners possess

deep industry and technical knowledge

matched with international experience

Mazars is a Registered Public Accounting Firm with

the Public Company Accounting Oversight Board

(PCAOB). As such, we provide auditing, tax,

Sarbanes-Oxley Act of 2002 Section 404 compliance

and other services to publicly traded companies,

broker/dealers and other entities that are required to

comply with Federal and individual state securities

laws and other government regulatory bodies.

Mazars is also a member of the AICPA Center for

Audit Quality, the AICPA Governmental Audit Quality

Center, the AICPA Employee Benefit Plan Audit

Quality Center, and the AICPA Private Companies

Practice Section. Mazars has established policies

and procedures specific to the firm’s public company

audit practice, its governmental audit practice, and its

ERISA employee benefit plan practice, in order to

comply with the applicable professional standards

and the membership requirements of the AICPA and

PCAOB.

In addition, Mazars professionals are actively

involved in numerous professional organizations and

committees, and they have served in various roles on

the New York State Society of Certified Public

Accountants’ (“NYSSCPA”) SEC Committee,

including Chair of the Year, the Center for Audit

Quality’s Professional Practice Executive Board and

Smaller Firms Task Force, and the Standing

Advisory Group (SAG) of the PCAOB.

Our roster of SEC audit clients includes accelerated

and non-accelerated filers, which are retained on a

selective basis and are subject both to our client

acceptance process and the approval of our

Executive Board.

Clients have sought us out for our hands-on

approach and unique ability to service issuers with

locations globally.

SEC SERVICES

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PUBLIC COMPANY STATUTORY AUDIT CLIENTS

87

NI HOLDINGS, INC.

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OTHER PUBLIC COMPANY NON-STATUTORY AND COMPONENT ENGAGEMENTS

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