Neri Capital Overview


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Overview of the experience, capabilities and competencies of the Neri Capital organization

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Neri Capital Overview

  1. 1. Neri Capital Partners Investment Banking and Advisory Firm Exiting Millionaires…One Business at a Time MERGERS │ ACQUISITIONS │ DIVESTITURES │ EXIT PLANNING │ VALUATIONS
  2. 2. … Neri Capital Partners Mission We strive to embody the highest standards of leadership, honesty, integrity and client services while being aware of our personal and corporate responsibilities. Our mission is to achieve this goal while delivering value added services to our clients. Leadership : We are a firm that has a staff of seasoned executives and experienced entrepreneurs. We understand your passion and commitment to your employees and will strive to deliver qualified buyers to continue your company’s rich legacy or indentify acquisition opportunities for private equity. Honesty and Integrity : Our roots are in providing trusted advice in exiting or acquiring micro-cap businesses. Our clients turn to us when handling even the most sensitive and confidential situations. Client Services : We stand by our commitment to deliver senior advisors, at the table, when ideas are aired and decisions are made — a commitment that consistently shapes the way we serve our clients MERGERS │ ACQUISITIONS │ DIVESTITURES │ EXIT PLANNING │ VALUATIONS
  3. 3. … . Neri Capital Partners <ul><li>A Firm that: </li></ul><ul><li>Is staffed with five seasoned intermediaries with a cumulative 75-years of corporate and entrepuerial experience </li></ul><ul><li>Represents and advises micro-cap companies – Revenues $3 to $60 million </li></ul><ul><li>Raises capital for new products and business expansion </li></ul><ul><li>Identifies, qualifies and interviews buyers </li></ul><ul><li>Educates sellers on the transaction process (what to expect) </li></ul><ul><li>Establishes an “opinion of value” or engages a third party valuation company </li></ul><ul><li>Has a Certified Exit Planner on-staff to develops seller’s exit strategy </li></ul><ul><li>A firm that has closed over 150 transactions </li></ul>MERGERS │ ACQUISITIONS │ DIVESTITURES │ EXIT PLANNING │ VALUATIONS
  4. 4. … . Proven and Successful Steps to Market a business <ul><li>Step 1: Week 1 to 4 </li></ul><ul><li>Plan marketing strategy and conduct internal due diligence </li></ul><ul><ul><li>Understand company’s products or services and owner’s objectives </li></ul></ul><ul><ul><li>Review and recast operational and financial performance </li></ul></ul><ul><ul><li>With management, develop growth objectives and financial projections </li></ul></ul><ul><ul><li>Seller completes detailed questionnaire to educate Neri Capital </li></ul></ul><ul><ul><li>Determine and recommend market price and develops preliminary marketing strategy </li></ul></ul><ul><ul><ul><ul><ul><li>Step 2: Week 5 to 8 </li></ul></ul></ul></ul></ul><ul><li>Prepare information memorandum and identify buyers </li></ul><ul><ul><li>Define key selling points </li></ul></ul><ul><ul><li>Write Confidential Information Memorandum </li></ul></ul><ul><ul><li>Develop list of qualified buyers using external and internal data base list (Seller approves list). </li></ul></ul><ul><ul><li>Customize approach for financial and strategic buyers </li></ul></ul>MERGERS │ ACQUISITIONS │ DIVESTITURES │ EXIT PLANNING │ VALUATIONS
  5. 5. … .Proven and successful steps to market businesses <ul><ul><li>Step 3: Week 9 to 24 </li></ul></ul><ul><ul><li>Implement formal marketing effort </li></ul></ul><ul><ul><ul><li>Direct mail and telephone calls to identified buyers </li></ul></ul></ul><ul><ul><ul><li>Advertise in trade magazines and on multiple internet sites </li></ul></ul></ul><ul><ul><ul><li>Qualify interested buyers by requiring the execution of a Confidentiality Agreement and submitting a Net Worth statement, before a Information Memorandum is sent. </li></ul></ul></ul><ul><ul><ul><li>Send Confidential Information Memorandum to qualified buyers </li></ul></ul></ul><ul><ul><ul><li>Step 4: Week 13 to 30 </li></ul></ul></ul><ul><ul><li>Meet with qualified buyers </li></ul></ul><ul><ul><ul><li>Prepare management presentation to prospective buyers </li></ul></ul></ul><ul><ul><ul><li>Coordinate site visits with prospective buyers </li></ul></ul></ul><ul><ul><ul><li>Coordinate follow-up information and obtain answers to questions </li></ul></ul></ul>6 MERGERS │ ACQUISITIONS │ DIVESTITURES │ EXIT PLANNING │ VALUATIONS
  6. 6. … .Proven and successful steps to market business <ul><ul><li>Step 5: Week 31 t0 40 </li></ul></ul>6 <ul><li>Close Transaction </li></ul><ul><ul><li>Negotiate Letter of Intent with Seller </li></ul></ul><ul><ul><li>Recommend legal representation for Seller, if needed </li></ul></ul><ul><ul><li>Facilitate and coordinate due diligence </li></ul></ul><ul><ul><li>Negotiate definitive purchase agreement and ancillary documents with seller / seller’s counsel / buyer. </li></ul></ul><ul><ul><li>Keep seller / buyer focused on closing timeline </li></ul></ul><ul><ul><li>Close transaction </li></ul></ul>MERGERS │ ACQUISITIONS │ DIVESTITURES │ EXIT PLANNING │ VALUATIONS
  7. 7. … . Experienced Investment Banking and Advisory Team <ul><li>Eric Togneri – President and Managing Partner </li></ul><ul><li>Mike Togneri – Managing Partner </li></ul><ul><li>Andrew Wooten – Vice President </li></ul><ul><li>Terry Marlowe – Vice President </li></ul><ul><li>Steve Goodwin – Vice President </li></ul><ul><li>Rod Randolph – Intermediary </li></ul><ul><li>Scott Waller – Intermediary </li></ul><ul><li>Theresa Bickford – Marketing Director </li></ul>7 MERGERS │ ACQUISITIONS │ DIVESTITURES │ EXIT PLANNING │ VALUATIONS
  8. 8. … .Neri has developed in-depth expertise through multiple transactions in key industry sectors <ul><li>Business Services </li></ul><ul><li>Aerospace </li></ul><ul><li>Consumer Goods </li></ul><ul><li>Light Manufacturing </li></ul><ul><li>Construction Services </li></ul><ul><li>Technology / Software </li></ul><ul><li>Medical Equipment & Services </li></ul><ul><li>Life Sciences </li></ul>8 MERGERS │ ACQUISITIONS │ DIVESTITURES │ EXIT PLANNING │ VALUATIONS
  9. 9. … and provide expertise to let you know what your business is worth <ul><li>How value is determined: </li></ul><ul><li>Comparative sold companies from Neri Capital data base </li></ul><ul><li>BVMarketData (Prat Stats) & Businesses Reference Guide </li></ul><ul><li>Cash flow analysis or industry specific EBITDA multiple </li></ul><ul><li>or </li></ul><ul><li>In-depth modeling by 3rd party </li></ul>9 MERGERS │ ACQUISITIONS │ DIVESTITURES │ EXIT PLANNING │ VALUATIONS
  10. 10. … . Required information for the purpose of valuing your business <ul><li>Federal Tax Returns for past three years </li></ul><ul><li>Income statements & balance sheets for past three years </li></ul><ul><li>Inventory value </li></ul><ul><li>List of equipment and other assets with original cost and remaining useful life </li></ul><ul><li>Copies of operating equipment and other leases that will transfer w/business </li></ul>10 MERGERS │ ACQUISITIONS │ DIVESTITURES │ EXIT PLANNING │ VALUATIONS
  11. 11. … .Other types of information required <ul><li>Business strategy and market share </li></ul><ul><li>Key members of the Management Team </li></ul><ul><li>Employee info: key employees, compensation (hourly rate & salaried), benefits </li></ul><ul><li>Description and copies of business insurance policies </li></ul><ul><li>Reasons for exiting business </li></ul>11 MERGERS │ ACQUISITIONS │ DIVESTITURES │ EXIT PLANNING │ VALUATIONS
  12. 12. … .Representative Transactions Gastonia, NC Quality, Convenient Urgent Medical Care Has been acquired by An Industry Firm Southeast USA Undisclosed Amount Antioch, TN A leading provider of architectural commercial glass and glazing company Has been acquired by Philadelphia, PA Undisclosed Amount Atlanta, GA A leading privately held car rental provider at Atlanta Hartsfield International Airport Has been acquired by A Private Investor Atlanta, GA $1,500,000 Stockbridge, GA Voted #1 Spa in Atlanta, GA Has been acquired by Lata Sharma Enterprises, LLC Marietta, GA Undisclosed Amount Charlotte, NC Cellular Service Provider Has been acquired by CO2 Wireless Atlanta, GA Undisclosed Amount Sealtite, Inc. Santee, CA Industrial and Personal Service Paper Has been acquired by Falkowski Enterprises, Inc. San Diego, CA Undisclosed Amount Atlanta, GA Light Industrial and food service staffing Has been acquired by A Private Investor Atlanta, GA Undisclosed Amount San Angelo, TX Office Supplies, Equipment and Furniture Provider Has been acquired by A Closely Held Firm Dallas, TX Undisclosed Amount Tupelo, MS Automotive Aftermarket Wholesaler and Retailer Has been acquired by The Mark Company Tupelo, MS Undisclosed Amount MERGERS │ ACQUISITIONS │ DIVESTITURES │ EXIT PLANNING │ VALUATIONS CMS, Inc. Sullivan, MO Aerospace Precision Parts Manufacturer Has been acquired by Custom Composite, Inc. Mobley, MO
  13. 13. Eric Togneri – President and Managing Partner <ul><li>Eric is co-founder and President of the NERI Capital Partners. Previously, Eric held various positions of increased responsibility during his fifteen years in the consumer products goods industry. His professional tenure includes managerial level positions in sales, category management, and trade marketing. Eric has been associated with several high profile brand acquisitions and divestitures in the health and beauty industry. His most recent mergers and acquisitions work has focused on licensing and marketing of brands focused on international extensions into new categories. </li></ul><ul><li>Eric has a BS Degree from the University of Iowa, MBA from the University of Pittsburgh. </li></ul>14 MERGERS │ ACQUISITIONS │ DIVESTITURES │ EXIT PLANNING │ VALUATIONS
  14. 14. Michael Togneri - Managing Partner <ul><li>Michael is Co-founder and Managing Partner of the NERI Capital Partners. Michael has over 35 years of sales, marketing and management experience with small, middle market and large corporations. Currently, Mike is Owner, Chairman and is the former CEO of a southeast regional environmental services company. During his diverse career, he has held the following key management positions with private and public corporations: Vice President of Sales and Marketing for a national farm equipment manufacturer; a Divisional Vice President and General Manager for a Fortune 500 environmental services company; President of a &quot;contract&quot; manufacturing company; and co-founder of a National Biosolids Management Service Company. Mike has completed transactions with a cumulative value of over $200 million. </li></ul><ul><li>Mike has a BA Degree from St. Andrews Presbyterian College </li></ul>15 MERGERS │ ACQUISITIONS │ DIVESTITURES │ EXIT PLANNING │ VALUATIONS
  15. 15. Andrew Wooten – Vice President <ul><li>Andrew brings over 20 years of experience to Neri Capital Partners, having held various leadership positions in technology and investment companies including: </li></ul><ul><li>Sales Manager, Thermo Fisher Scientific; Business Development Manager, Applied Biosystems; Director of Corporate Development and Strategic Planning, AviGenics. Subsequently, Andrew was responsible for technology commercialization at the University of Chicago and at Arizona Technology Enterprises (AzTE). As Vice President and Managing Director at AzTE, Andrew’s business unit achieved four successful company exits through acquisitions, two through IPOs and multiple successful new operating companies. He has consulted with numerous private investor groups on M&A transactions. </li></ul><ul><li>Andrew has a B.A. in Chemistry from Berea College, a Master’s of Science Technology from the University of Georgia and an MBA in Finance and Technology Management from Mercer University. </li></ul>16 MERGERS │ ACQUISITIONS │ DIVESTITURES │ EXIT PLANNING │ VALUATIONS
  16. 16. Steve Goodwin – Vice President <ul><li>Mr. Goodwin is Vice President with Neri Capital Partners and is based in the firm’s Atlanta office. His responsibilities include developing new business opportunities, managing client’s transaction and valuing closely held businesses. Mr. Goodwin has over 30 years of senior level management experience in domestic and international markets. After college, he began his career by working in a C.P.A. firm that advanced into managing projects in excess of $80 million for profit and non-profit organizations. He has consulted with some of the largest international contracting firms designing projects and proposals.  Later in his career, he founded and grew a successful business in the financial service sector. Mr. Goodwin skills acquired throughout his career and his personal ownership of small and microcap businesses uniquely qualifies him to represent buyers and sellers of small and microcap businesses. Steve has a B.S. in accounting from Tennessee Technological University and an MBA from Auburn University </li></ul>16 MERGERS │ ACQUISITIONS │ DIVESTITURES │ EXIT PLANNING │ VALUATIONS
  17. 17. Rod Randolph – Intermediary <ul><li>F. Roderick Randolph's experience includes more than 30 years in management and marketing experience.  He has consulted and worked with major Fortune 500 companies, government agencies and small business owners throughout the southeast. </li></ul><ul><li>Rod was appointed VP of Prudential Bache Securities.  He established the Special Investments Department of Bear Stearns in Atlanta.  His clients included TVA, Board of Pensions of the Presbyterian Church, USA and several NY Stock Exchange Corporations.  Rod’s work included Mergers and Acquisitions during his tenure with Bear Stearns. </li></ul><ul><li>Rod earlier career he was called to serve in the ministry that included serving as a Sr. Pastor of a 1500 member church.  His writings appeared in state, national and international publications. He was founder of Contact Durham Tele-ministry which provided free counseling 24/7. While serving the Church, he also served his country as USAR Chaplain retiring as a Lieutenant Colonel. </li></ul><ul><li>A native of North Carolina, he earned BA and MA degrees from the University of North Carolina and the Masters of Divinity from Duke University Divinity School. </li></ul>18 MERGERS │ ACQUISITIONS │ DIVESTITURES │ EXIT PLANNING │ VALUATIONS
  18. 18. Scott Waller – Associate <ul><li>Scott focus with Neri Capital includes Main Street businesses such as Restaurant, Retail Shops, Service Businesses and in general businesses that have an enterprise value of $1,000,000 or less. </li></ul><ul><li>Scott began a career in public safety as a Certified Firefighter Paramedic. demonstrating strong leadership skills, over his 18 year career he progressively advanced in this profession until he achieved the rank of Company Officer. He learned early in life that success is about hard work, integrity, making split decisions, accomplishing goals and working in a team environment. It was in this environment that Scott chose the path of participating in the American Dream by co-founding his own business. He fundamentally understands the metro Atlanta business market and has worked in every phase of business from planning the concept, developing financials models, obtaining financing to successfully operate and manage a small business. In addition, he is currently enrolled at Columbia Southern University, where he will graduate with a Bachelor’s Degree in Business Administration, with an emphasis in Finance. Scott has the experience to represent your Company in finding the right Buyer as you develop your exit strategy. </li></ul>19 MERGERS │ ACQUISITIONS │ DIVESTITURES │ EXIT PLANNING │ VALUATIONS
  19. 19. Theresa Bickford - Marketing Director <ul><li>Theresa Bickford is Marketing Director of Neri Capital. Prior to joining Neri Capital she had a distinguished career as an educator and community leader that spanned fifteen years. As and educator she served as a foreign language high school teacher specializing in Spanish and exploratory curriculum in linguistics, French, Latin, German and Japanese. Theresa is fluent in Spanish. She has held numerous leadership positions in the public school systems and community including: an Event Planner, Activities Coordinator, Church activities, and Community Social initiatives. </li></ul><ul><li>At Neri Capital Theresa has developed and implemented a successful marketing program that identifies prospective Seller and Buyers of micro-cap businesses. Theresa is also founder of Biz magazine a regional business magazine with editorial content for micro-cap businesses. </li></ul><ul><li>Theresa is a graduate of the University of Iowa with a degree in Spanish and a focus on the sciences. </li></ul>20 MERGERS │ ACQUISITIONS │ DIVESTITURES │ EXIT PLANNING │ VALUATIONS
  20. 20. … .Next Steps <ul><li>Execute Engagement Agreement </li></ul><ul><li>Seller completes detailed questionnaire </li></ul><ul><li>Neri Capital writes Confidential Information Memorandum </li></ul><ul><li>Market your business </li></ul>21 MERGERS │ ACQUISITIONS │ DIVESTITURES │ EXIT PLANNING │ VALUATIONS