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Opening Remarks Today’s Workshop Format Introducing our Distinguished Panelists: AGENDA JULY 19, 2011 – LOS ANGELES The CFO Essentials SingerLewak’s POV TM Gale Moore, CPA - SingerLewak LLP Kathy Griggs – J2 Global Communications Lawrence M. Braun - Sheppard Mullin Bradley Nii - B. Riley Jim Pitrat, CPA - SingerLewak LLP
OUR PANEL JULY 19, 2011 – LOS ANGELES Jim Pitrat, SingerLewak LLP Jim Pitrat leads SingerLewak’s Assurance & Advisory practice where he oversees firm-wide assurance & advisory initiatives. Jim has experience with both private and publicly traded companies and has also advised on cost management, internal controls, corporate restructurings, and mergers and acquisitions. Jim has client service responsibilities in the business sectors of investor-backed private companies and public companies. Jim received his Bachelor of Science degree in Business Administration from the University of Arizona in 1993 and his Master’s of Business Administration in 1997. Jim is a member of AICPA, the Los Angeles Venture Association, the Software Council of Southern California and the Association for Capital Growth. Jim has been a guest instructor at California Institute of Technology’s Entrepreneur Program, the University of Arizona Small Business Incubator Program, and USC’s EC2 Incubator Program. He has also spoken on panels for Technology Council of Southern California and the California Society of CPAs. Jim has written for Los Angeles Business Journal, American Venture Magazine, and Zone Magazine. Brad Nii, B. Riley Bradley Nii joined B Riley & Co. in 2010 as a Managing Director in the Firm’s Investment Banking Group. Prior to B Riley, Mr. Nii was Head of the West Coast Sponsor Finance Group at American Capital where he managed a team of investment professionals and a portfolio of mezzanine and minority equity investments. Prior to American Capital, Mr. Nii was a Senior Vice President in the Investment Banking Group at Lehman Brothers, where he was involved in a number of transactions and financings totaling over $100 billion in value in a variety of industry sectors.Prior to joining Lehman Brothers, Mr. Nii was a certified public accountant with Ernst & Young for nine years.
OUR PANEL JULY 19, 2011 – LOS ANGELES Lawrence M. Braun, Sheppard Mullin Larry Braun is the former Co-Chairman of the firm’s Corporate Practice Group. In addition to his law degree, Mr. Braun holds an M.B.A. in Finance from the Kellogg School at Northwestern University and has attained the New Jersey C.P.A. Certificate Requirements. Mr. Braun was previously a managing director of the largest private investment banking firm on the west coast. Mr. Braun is resident in the firm’s Los Angeles office where he represents public and private companies in the areas of mergers and acquisitions, corporate finance, securities and general business.Mr. Braun is an advisor to clients ranging from family-owned businesses to multi-national corporations in many diverse industries such as high-tech and computers, health care, consumer goods, aerospace and defense, and grocery and food service. His principal areas of practice are general corporate law, corporate finance and securities law, mergers and acquisition transactions, contractual matters (including licensing and distribution arrangements), healthcare transactions and general business counseling. Gale Moore, SingerLewak LLP Gale Moore is a partner in SingerLewak’s Orange County Assurance & Advisory practice. Gale has more than 20 years of experience specializing in public and real estate-based companies, including Real Estate Investment Trust reporting and compliance. Her background includes assisting companies with capital market transactions, IPOs, and participating on SOX readiness teams in reviewing control documentation, remediation plans, and testing approaches. She was formerly a director with Deloitte & Touche LLP and has experience as a corporate controller, a position that gave her valuable insight into the internal control process.
OUR PANEL JULY 19, 2011 – LOS ANGELES Kathy Griggs, J2 Global Communications Kathy oversees all financial accounting and analysis and treasury functions of j2 Global. She joined the company in June 2007, bringing with her over 25 years of experience with public and private technology companies. Prior to joining j2 Global, Kathy had a consulting practice and prior to that, served as Chief Financial Officer of SonicWall, Inc., a publicly held Internet security system manufacturer, as Chief Financial Officer of QAD Inc, an enterprise resource planning software company, and CFO with Borland Software Corporation and Softbank Content Services. She has an MBA from the University of Southern California.
RISKS JIM PITRAT, SINGERLEWAK CEOs 2011 TOP CHALLENGES FOR FINANCIAL EXECUTIVES ECONOMIC RECOVERY AND THE US FISCAL OUTLOOK HEALTH CARE LAW FINANCIAL REGULATORY REFORM GLOBAL CONVERGENCE OF US GAAP AND IFRS PRIVATE COMPANY ACCOUNTING SYSTEM REFORM UNCERTAIN TAX POSITIONS BUSINESS TAXATION PENDING INTERNATIONAL BUSINESS ISSUES CLIMATE CHANGE
RISKS JIM PITRAT, SINGERLEWAK SL’s “CFO ESSENTIAL RISKS” FOR 2011 We have identified the following 5 ESSENTIAL RISKS FOR CFOsin the Mid-Market
RISKS JIM PITRAT, SINGERLEWAK SL’s “CFO ESSENTIAL RISKS” FOR 2011 (cont’d) We have identified the following 5 ESSENTIAL RISKS FOR CFOsin the Mid-Market
RISKS JIM PITRAT, SINGERLEWAK COMPANIES SHOULD DEVELOP AN EFFECTIVE RISK MANAGEMENT PROCESS PLACE RISK MANAGEMENT IMPORTANCE AT BOARD LEVEL IDENTIFIES THE TOTALITY OF RISKS THE ORGANIZATION (NOT JUST FINANCIAL RISKS) ANALYZES AND MEASURES THE SIGNIFICANCE OF EACH RISK EVALUATES THE POTENTIAL COSTS OF THE AVAILABLE RISK RESPONSE STRATEGIES. DETERMINES WHETHER RISKS ARE BEING OVER OR UNDER MANAGED AND PROVIDES FOR THE IDENTIFICATION OF SOLUTIONS
CASH FLOW BRAD NII, B. RILEY CAPITAL MARKET INFLUENCES
Sovereign debt situation has led to uncertainty in the market for much of the past quarter. Recent resolutions have caused market to regain some confidence
Asia is in a state of disarray with Japan slowly recovering from its catastrophic earthquake and China’s inflation rate at a 3-year high, reaching 6.4% in June according to the CPI index, offset by a strong second quarter GDP growth rate of 9.5%.
CASH FLOW BRAD NII, B. RILEY KRATOS CASE STUDY – TWO YEARS $21.3 million acquisition of DEI Services Corp. $18.72 million Registered Direct $250 million private placement $130 million Acquisition of Gichner Systems Group KTOS 2 year CAGR = 30% S&P 500 2 Year CAGR = 20%
Valuation multiples in the U.S. middle market have recovered from the levels experienced in 2009, when valuations reached their lowest levels since 2001 and 2002.
Multiples were supported by increased confidence among M&A participants amid the slow economic recovery as well as somewhat greater access to debt financing.
STATE OF THE M&A MARKET LARRY BRAUN, SHEPPARD MULLIN U.S. MIDDLE MARKET ENTERPRISE VALUE TO MEDIAN EBITDA AND REVENUE MULTIPLES Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. LTM as of March 31.
STATE OF THE M&A MARKET LARRY BRAUN, SHEPPARD MULLIN MARKET IS ACTIVE(cont’d) DISTRESSED MARKET CONTINUES TO BE ACTIVE STRATEGICS: BUYING
STATE OF THE M&A MARKET LARRY BRAUN, SHEPPARD MULLIN MARKET IS ACTIVE(cont’d) FINANCING BECOMING AVAILABLE COST OF CAPITAL AT RECORD LOWS
STATE OF THE M&A MARKET LARRY BRAUN, SHEPPARD MULLIN MARKET IS ACTIVE(cont’d) DEBT MULTIPLES SLOWLY RETURN AVERAGE DEBT MULTIPLES OF MIDDLE MARKET LBO LOANS Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis.
STATE OF THE M&A MARKET LARRY BRAUN, SHEPPARD MULLIN MARKET IS ACTIVE(cont’d) CAPITAL – EXPECTED RETURNS
STATE OF THE M&A MARKET LARRY BRAUN, SHEPPARD MULLIN U.S. MIDDLE MARKET M&A ACTIVITY Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis.
STATE OF THE M&A MARKET LARRY BRAUN, SHEPPARD MULLIN ACTIVITY
Total deal volume reached $333 Billion vs. $220 billion as of March 31, 2010
Continues to be impacted by muted economic growth
STATE OF THE M&A MARKET LARRY BRAUN, SHEPPARD MULLIN LOOKING FORWARD M&A activity will be very strong in Q4 2011 and all of 2012, as sellers seek to lock in current tax rates [subject to overall economy] For many sellers, 2012 will be a better time as their businesses will distance themselves from 2008/2009 results
STATE OF THE M&A MARKET LARRY BRAUN, SHEPPARD MULLIN LOOKING FORWARD (Cont’d)
With the cost of capital at record lows, strategic buyers with strong, liquid balance sheets will continue to pursue synergistic targets
Acquisitions will increasingly be viewed as a reliable way to capture market share and reduce expenses in this slow growth environment
Both private equity sponsors and strategic buyers will keep valuations for quality companies at elevated levels, as IRR expectations decline and debt markets continue to improve
STATE OF THE M&A MARKET LARRY BRAUN, SHEPPARD MULLIN EQUITY USED IN LEVERAGED BUYOUTS
STATE OF THE M&A MARKET LARRY BRAUN, SHEPPARD MULLIN STRATEGIC ACQUIRORS HAVE BEEN ACTIVELY PURSING TRANSACTIONS WITH SOUND STRATEGIC RATIONALES. The higher cost of capital and more difficult financing environment for leveraged buyouts should translate into greater opportunity for strategic acquirors to prevail in M&A processes. U.S. MIDDLE MARKET TRANSACTION COMPOSITION – STRATEGIC VS. SPONSOR DEAL VALUE
STATE OF THE M&A MARKET LARRY BRAUN, SHEPPARD MULLIN SUMMARY OF THE M&A MARKET
STATE OF THE M&A MARKET LARRY BRAUN, SHEPPARD MULLIN PUBLIC MARKETS IMPACT M&A MARKET INITIAL PUBLIC OFFERINGS AND PROCEEDS Source: Renaissance Capital.com. YTD as of July. Note: Reflects deals with gross proceeds of over $100 million.
M&A LARRY BRAUN, SHEPPARD MULLIN WHAT SHOULD YOU DO?
M&A LARRY BRAUN, SHEPPARD MULLIN PREPARE, PREPARE, PREPARE
Consider acquisitions of product lines, technology or businesses that strengthen your business
THE HORIZON KATHY GRIGGS, J2 GLOBAL COMMUNICATIONS J2 GLOBAL’S CORE STRATEGY CLOUD SERVICES FOR BUSINESS OUR OWN BRANDS RECURRING REVENUE EFFICIENT OPERATIONS All brand names and logos are trademarks of j2 Global Communications, Inc. or its affiliates in the U.S. and/or internationally.