Meridian Capital November 6 , 2013

1. Meridian Capital November6, 2013

2. Table of Contents Section • Introductions • Investment Banking Overview • Meridian Capital Overview • The Recruiting Process • Appendix: Valuation Overview • I • II • III • IV • V

3. Introductions Michael Hubert, Analyst Michael joined Meridian as an analyst in 2012 after completing an 18 month internship with the firm. At Meridian, Michael works across a variety of industries providing market research, financial analysis, and due diligence. Prior to joining Meridian, Michael worked as an Intern in Merrill Lynch’s Wealth Management Group in Bellevue, WA. At Merrill Lynch, he conducted mutual fund research and analyzed the effectiveness of portfolio sell criteria. Michael has also worked as a research assistant at Centerstone Executive Search, a Seattle-based executive recruiting firm, where he was in charge of the research, design, and presentation of corporate succession planning projects. Michael is a graduate of the University of Washington, where he earned a double major in finance and accounting, magna cum laude. Nick Colmenero, Analyst Nick joined Meridian as an analyst in 2013 after completing his undergraduate degree. At Meridian, Nick works across a variety of industries providing market research, financial analysis, and due diligence. Prior to joining Meridian, Nick worked as an intern for JPMorgan Chase & Co. in New York City. While at JPMorgan Chase & Co., Nick spent his time working in a corporate finance capacity, developing and analyzing various management reports for JP Morgan’s wholesale lines of business. Additionally, Nick spent two summers interning for PricewaterhouseCoopers and The Boeing Company, respectively. Nick is a graduate of the University of Washington, where he earned a double major in finance and accounting.

4. Investment Banking Overview • What is an Investment Bank? • What is Middle Market Banking? • The M&A Process

5. What is an Investment Bank? Most of the largest investment banks have four primary areas:

6. What is Middle Market Investment Banking?

7. The M&A Process – Details and Timeline A sell side auction process can be completed in as little as 19 weeks or can take up to 6 months

8. What Do Investment Banking Analysts Do? An analyst is the most junior member of the team and provides support to senior level bankers.

9. Meridian Capital Overview • Investment Banking Services • Industry Expertise • Global M&A • Middle Market Overview

10. Meridian Capital Overview

11. Investment Banking Services Meridian Capital focuses exclusively on serving the investment banking needs of middle-market business owners and private equity firms Meridian Capital Service Offering Distribution • 40% Sales Process • • Strategic Sale (100% common) • • Minority Sale • • Subsidiary Divestitures • • Succession Planning • 25% Recapitalization • • Management Buy-Outs • • New Growth Capital • • Liquidity Events • • Financial or Strategic Partner • 20% Buy-side Process • Targeted Buy-Side Opportunities • Add-on Acquisitions • Merger of Equals • Vertical & Horizontal Acquisitions • 15% Strategic Advisory • Exit Strategy Assessment and Roadmap • Corporate Finance Alternatives • Market Research and Analysis • Strategic Issues and Projects 40%sales process 25%recapitalization 20%buy-side process 15%strategic advisory

12. Meridian Industry Expertise Meridian Capital focuses on industries in which its professionals have substantial operating and transaction experience. Industry Sub-Segments Consumer Products • Electronic Components • Equipment manufacturing and Assembly • Precision Metal Machining • Aerospace Components • Heavy Construction • Machinery Installation • Crane Rental and Leasing • Lifting and Heavy Haul Manufacturing Industrial Services • Medical Devices and Products • Assisted Living / Long-Term Care • Skilled Nursing • Biopharmaceuticals • Juvenile Products • Housewares • Specialty Retail • Outdoor and Sporting Goods Healthcare • Technology Enabled Services • Business-to-Business Services • Transportation • Consulting and IT Services Business Services

13. Global M&A • Global M&A Partners is a leading independent M&A advisory group. Meridian Capital is a founding member. • Unparalleled network of prominent middle-market M&A advisory firms across the world • Unique access to local knowledge about markets and available opportunities • Dedicated senior resources on the ground and available at all times to our clients • Firms actively coordinate on projects and routinely meet to expand relationships and marketing efforts • Industry sector teams with in-depth knowledge of a variety of industries Office Locations Europe Austria Belarus Belgium Bosnia-Herzegovina Croatia Czech Republic Denmark Estonia Finland France Germany Hungary Iceland Ireland Europe Italy Latvia Netherlands Norway Poland Russia Serbia Slovenia Spain Sweden Switzerland Turkey UK Ukraine North & South America Argentina Brazil Canada Chile Colombia El Salvador Guatemala Mexico Panama Peru United States Asia & Asia Pacific Australia China GCC & Yemen India Israel Japan Corporate/Strategic Acquisition of the Year in 2012 by

14. Recruiting Process • Interview Process • Candidate Qualifications/Skills

15. Interview Process Informational Interviews Great way to learn more about the firm, gain exposure to recruiters/bankers Be proactive, reach out directly to banks and schedule interviews on your own time Don’t be fooled by the name, every interaction with bankers/recruiters is a chance for them to assess your skills and candidacy 1st Round Interviews Typically, first round interviews are 1 on 1 or 2 on 1 and usually are conducted by a Vice President or experienced Associate Expect “Walk me through your resume”, “Why banking”, and “Why this firm” 2nd Round Interviews You will have between one and four interviews and meet more senior bankers (Directors and Managing Directors) Expect some technical questions

16. Candidate Qualifications/Skills • Know why you want to do this job • Make sure you understand what this job is really about! • Motivation • Draw on your previous experience • Transferable skills, adaptability, intuition and ability to learn • Business Sense • Strong personal presence, energy and empathy • Demonstrate that you can both lead and be a team player • Personality • Depth of questions depends on background and courses • Demonstrate potential and that you are motivated to learn • Technical • Technical • High Level Duties: • Must be self-motivated, possess a strong work ethic, and pay close attention to detail. • Extensive knowledge of accounting and corporate finance. Financial modeling experience. • Ability to manage multiple projects simultaneously. • Strong oral and written communication skills with excellent research and writing capabilities. • Analytical thinker with the ability to articulate complex ideas simply and summarize effectively.

17. Q&A Session Michael Hubert – Analyst Nick Colmenero – Analyst Meridian Capital Contact Info: mhubert@meridianllc.com ncolmenero@meridianllc.com

18. Appendix: Valuation Overview

19. Valuation Introduction Valuation is the central discipline in investment banking Valuation requires interpretation of information and sound judgment Dependent on the quality of information available Generally expressed as a range Valuation is about finding equilibrium between risk and reward Fair market value = price at which willing buyer and willing seller will transact when both have complete information Different categories of buyers (strategic, sponsors) may be prepared to pay different prices Price is affected by many factors including target ownership, market trends, synergies(specific to buyer), competitive dynamics (e.g. auction vs. negotiated deal), etc. In the end, a business/asset is only worth what a purchaser will pay for it, irrespective of theory

20. Valuation – Key Definitions • Going Concern Value – value of a collection of assets that constitute an operating business • Future cash flow is key; history may be good predictor • Liquidation Value – sale of each asset or collection of assets independently • Used almost exclusively in a reorganization or restructuring • Firm Value (or Enterprise Value) • Total value of an operating business, regardless of its capital structure • Equity Value (or Market Value of Equity, or Market Cap) • Value of an operating business to its Equity holders • Net Debt • Total Indebtedness for borrowed money • Preferred claims against the value of the business (preferred stock, “out of the money” convertible securities, minority interests) • Less: Cash and cash equivalents Enterprise Value Equity Value Net Debt

21. What Drives Valuation? Discount Multiple EBITDA: 4.0x Revenue: 0.5x • Valuation Scale Premium Multiple EBITDA: 8.0x Revenue: 1.5x

22. Valuation – A Combination of Approaches Target Valuation Range

23. Typical Valuation Methodologies The following valuation methodologies are commonly used for valuation analysis: Approach Description • Analysis of similar public companies yields a current valuation and aggregate reflection of public market value. This value is then discounted to account for the size, liquidity and comparability to Apollo Video Technology. Comparable Public Companies Analysis Recent mergers and acquisitions involving businesses similar to Apollo Video Technology demonstrate how acquirers have valued comparable companies in change of control transactions. Comparable Transactions Analysis Cash flows for a standalone entity are projected forward and then discounted at an appropriate risk-adjusted rate to arrive at an intrinsic value of the business. Terminal value can be estimated using an implied transaction multiple or perpetuity. Discounted Cash Flow Analysis

24. Comparable Public Companies Equity of fundamentally similar, or “comparable” companies tends to be valued on a relatively consistent basis by the public markets This is assumption is not always valid! Identify a universe of public companies which are fundamentally comparable to the target Judgment and business sense are key Similarity of industry/products/markets, business model, financial profile Analyze key ratios and operating data for each comparable to determine key metrics used by public markets for valuation Understand how comparable companies are valued relative to profitability, growth, etc. Based on data acquired in this analysis, determine a range of values for the target The valuation range must be adjusted to reflect the differences of the target from the universe of comparables Private company, size premium, control premium, IPO discount, etc.

25. Comparable Public Companies – Valuation Metrics Firm Value Metrics Enterprise Value/Revenue Enterprise Value/EBITDA Enterprise Value/EBIT Equity Value Metrics Equity/Net Income Price/Earnings Profitability Stability (Risk) Growth Rate Size Capital Intensity Acquisition History Capital Structure Tax Position Revenue EBITDA EBIT Net Income

26. Comparable Public Companies Analysis Example

27. Comparable Companies Valuation Example

28. Comparable Transactions Value a company or an asset by comparing reported comparable acquisitions and precedent transactions Comparability of the target on the basis of similar characteristics (business mix, customer base, distribution channels, industry dynamics, etc.) Typical benchmarks include multiples of net income (Equity Value multiples) and multiples of Revenue, EBITDA and EBIT (Firm Value multiples) Key is also to understand the key traits of the transaction, besides the comparability of the target Friendly vs. hostile Auction vs. negotiated deal Majority stake (control) vs. minority position Merger of equals vs. outright acquisition Consideration paid: cash, shares, cash and shares Outright acquisitions potentially involves a “control premium” above comparable trading company multiples Synergy potential to acquirer is key determinant of value

29. Comparable Transactions Analysis Example

30. Comparable Transactions Valuation Example

31. Discounted Cash Flows (DCF) Intrinsic value of a business is measured by its future free cash flows Value = Present Value of all future cash flows Free Cash Flow (“FCF”) Cash generated by a company’s operations and is available for distribution to the providers of capital (Debt + Equity holders), net of the cash needed to invest for growth Discount Rate and Weighted Average Cost of Capital (WACC) Cash flows are discounted to reflect the time value of money and the uncertainty associated with the cash flows The DCF analysis is one of many valuation approaches Compare results with the valuation derived from other methods The DCF analysis is less reliant on external market factors and focuses more heavily on internal cash flow generation Perform sensitivity of value on key assumptions to test results University of Washington

32. Discounted Cash Flow Summary Example