Due Diligence to Exit

Finding and Mining Value Hidden in
            Operations

               September, 2012




The Competition is Fierce. Change the Rules.™
Company Overview
 •   The ProAction Group serves private equity firms who invest in middle-market
     consumer products, manufacturing, distribution, healthcare and business services
     companies.
 •   Our clients recognize the need to improve EBITDA, Working Capital,
     Competitive Positioning and Organizational Effectiveness by adding an
     increased focus on operational excellence.
 •   We act as a resource extension to owners and management teams. We provide
     operational expertise, resources, and tools to help maximize performance.
 •   What makes us distinctive is that we get measurable and sustainable results. We
     identify and quantify opportunities, then turn them into reality. We have a relentless
     drive to help our clients build winning companies.
 Core Capabilities:
                                       •   Lean enterprise / Lean manufacturing
                                       •   Outsourcing / asset rationalization
           Manufacturing Operations    •   Quality systems and process
                                       •   Inventory and materials management
                                       •   Value Engineering

                                       •   Strategy development
                                       •   Supplier development
           Supply Chain Operations     •   Asia / global
                                       •   Logistics (freight, warehousing and planning)

                                       •   Pricing strategies, processes and disciplines
                                       •   Customer and product profitability
           Sales Operations            •   Channel strategies and management
                                       •   Sales & operations planning (S&OP)
                                       •   Product development process


                                                  2                                        www.proactiongroup.com
ProAction’s Role in each stage

                               • Identify and Quantify Opportunities to Increase EBITDA,
  Stage 1                        Improve Competitive Position and Reduce Working Capital.
                   Due         • Identify and Quantify hidden risks and opportunities in the
    Pre-        Diligence        operations and management processes.
   Close                       • Validate the investment thesis, from an operational
                                 perspective.

              Preparation       • Participate in Strategic Planning Process.
 Stage 2
              of 100 Day        • Facilitate management process to develop manufacturing,
 At Close      Strategy           distribution, quality and sourcing strategies / project plans.

                               • Lead the management team through stabilizing the business
  Stage 3                        operations (as needed) and through realizing the future
             Implementation      state.
   First
               of Strategy     • Implement specific projects and processes requested by
 Year Post
                                 management / ownership.
   Close
                               • Help the company institutionalize the habit of improving.

 Stage 4                       • Transition to a coaching / monitoring role.
 Through        Ensuring
              Sustainability   • Support specific initiatives as appropriate.
   Exit                        • Help prepare the company for financial events.




                                         3                                      www.proactiongroup.com
Due Diligence: ProAction’s Role

        An effective Due Diligence Process addresses company
     strategy, human resources and organizational development,
             leadership, IT, and core operating functions.


 ProAction’s Role in the Due Diligence Process:
 •    Assess the Company’s overall “Operational Effectiveness” and
      management’s ability to execute on its strategic plan (Scalability / Depth
      of Infrastructure / Quality of Systems).
 •    Identify and Quantify Opportunities to Increase EBITDA and Reduce
      Working Capital.
 •    Identify and Quantify hidden risks and opportunities in the operations
      and management processes.
 •    Assess, Document and Quantify opportunities for the Private Equity firm
      and its Financing Partners (Validate the investment thesis, from an
      operational perspective).


                                          4                          www.proactiongroup.com
Due Diligence: Areas / Hypotheses We
Test and Quantify
             Increase EBITDA           Improve Balance Sheet / Cash Flow

 • Throughput                          • Shrink the Order to Cash Cycle
 • Improve Processes                   • Improve Inventory Management
 • Fixed & Variable Expenses           • Increase / Speed Collections
 • Product Pricing                     • Minimize Unnecessary Capex
 • Asset Utilization

 • Risk Reduction



    Enhance Competitive Position       Address Gaps in Investment Thesis

 • Scalability                         • “Enterprise Risk”
 • Lead times                              –   Including IT
                                           –   Operational Disaster Recovery
 • Flexibility
                                       • Skills Assessment of Organization
 • Time to market
                                       • Organizational Development Needs
 • Quality
 • Cost structure



                                   5                               www.proactiongroup.com
Post Acquisition: Execution
   Transform Management Goals                               Identify Opportunities
     into Actionable Initiatives                           Management Doesn’t See
 • Detailed project plans focused on                  • Best ideas from multiple industries
   tangible results                                     and experiences
 • Quantification of costs and benefits               • Assessment model and other
                                                        analytical tools
                                                      • Third party perspective


      Drive Execution through                                       Accelerate
        Resource Extension                                           Results
 • Experienced people                                 • Project leadership experts
 • Proven methodologies, tools, and                   • Dedicated resources working with
   templates                                            management


                                  Transfer Capabilities,
                                  Knowledge and Tools

                          • Sustainability of gains
                               • Education & Training
                               • Metrics


                                               6                                  www.proactiongroup.com
Case Studies:
Diligence to Exit
Case Study: Packaging Company
Acquisition


                             • Identified ~$1 million in EBITDA improvements.
                 Due         • Documented the savings, communicated with investment
  Pre-
              Diligence        committee and financing partners.
  Close
                             • Information helped the PE firm better assess investment
                               opportunity and develop a strategic plan.


            Preparation      • Participated in Strategic Planning Process.
   At
            of 100 Day       • Facilitated management process to develop manufacturing
  Close      Strategy          and sourcing strategies / project plans.

                             • Led management and personnel through lean
                               implementation and global sourcing efforts.
           Implementation
  Year 1     of Strategy
                                   • Realized nearly $2 million in annual EBITDA gains.
                                   • Increased customer service levels.
                                   • Operating Capacity increased by over 20%.


                             • Company is now leading the efforts on their own.
  Year 1      Ensuring
            Sustainability   • Pursuing ~$1 million of saving from additional lean and
   &2                          global sourcing projects.




                                      8                                   www.proactiongroup.com
Case Study: Distribution Company
Acquisition


                             • Identified ~$2.7 million in EBITDA and $6.5 million in working capital
                               improvements.
  Pre-           Due
                             • Identified opportunities to increase order fulfillment levels from mid
              Diligence
  Close                        80’s to over 95%.
                             • Documented opportunities to consolidate facilities and reduce square
                               feet utilized by over 250,000 sq ft.

                             • Led the management team through prioritizing improvements to
   At       Preparation        realize the future state.
            of 100 Day
  Close      Strategy
                             • Developed a full 6 month implementation plan and timeline with
                               management.

                             • Led management and personnel through inventory planning, lean
                               implementation and sales and operations planning (S&OP) efforts.
 Months    Implementation    • Within 6 Months:
  1-6        of Strategy           • Realized over $3 million in annual EBITDA gains.
                                   • Increased customer service levels to over 97%.
                                   • Inventory turns increased from 3.8 to 4.3.


  Months      Ensuring       • Company is now leading the efforts on their own.
  7 - 12    Sustainability   • EBITDA gains will surpass $5.3 million annually.




                                         9                                       www.proactiongroup.com
Case Study: Heavy Equipment
Manufacturer Acquisition


                             • Identified the means for the company to increase EBITDA margins from
                               32% to 36%. Specifically, we identified the opportunity to:
  Pre-                             • Consolidate facilities through lean manufacturing processes.
                 Due
                                   • Reduce product cost and increase manufacturability and quality
  Close       Diligence
                                     through value added engineering processes.
                                   • Reduce scrap, back orders, expediting costs and lost sales during
                                     new product roll outs (PPAP processes).

   At       Preparation
                             • Led the management team through prioritizing improvements to
            of 100 Day
  Close      Strategy
                               realize the future state.

                             • Implemented Lean and Quality improvements that led to:
                                   • 14% reduction in labor costs.
  Year 1   Implementation          • 25% reduction in floor space utilized.
   &2        of Strategy           • An increase in EBITDA from 32% to 36%.
                                   • Dramatic reductions in delays, scrap and rework costs
                                     linked to new product roll outs.


  Year 2      Ensuring       • One on one coaching and mentoring for plant managers led to
   &3       Sustainability     continuing improvements after our project completed.
                             • Company is now leading the efforts on their own.




                                       10                                      www.proactiongroup.com
Tim Van Mieghem
  The ProAction Group
    (312) 371-8323
tvm@proactiongroup.com

  Realizing Value Hidden in Operations

Pro Action Case Studies Diligence Through Exit

  • 1.
    Due Diligence toExit Finding and Mining Value Hidden in Operations September, 2012 The Competition is Fierce. Change the Rules.™
  • 2.
    Company Overview • The ProAction Group serves private equity firms who invest in middle-market consumer products, manufacturing, distribution, healthcare and business services companies. • Our clients recognize the need to improve EBITDA, Working Capital, Competitive Positioning and Organizational Effectiveness by adding an increased focus on operational excellence. • We act as a resource extension to owners and management teams. We provide operational expertise, resources, and tools to help maximize performance. • What makes us distinctive is that we get measurable and sustainable results. We identify and quantify opportunities, then turn them into reality. We have a relentless drive to help our clients build winning companies. Core Capabilities: • Lean enterprise / Lean manufacturing • Outsourcing / asset rationalization Manufacturing Operations • Quality systems and process • Inventory and materials management • Value Engineering • Strategy development • Supplier development Supply Chain Operations • Asia / global • Logistics (freight, warehousing and planning) • Pricing strategies, processes and disciplines • Customer and product profitability Sales Operations • Channel strategies and management • Sales & operations planning (S&OP) • Product development process 2 www.proactiongroup.com
  • 3.
    ProAction’s Role ineach stage • Identify and Quantify Opportunities to Increase EBITDA, Stage 1 Improve Competitive Position and Reduce Working Capital. Due • Identify and Quantify hidden risks and opportunities in the Pre- Diligence operations and management processes. Close • Validate the investment thesis, from an operational perspective. Preparation • Participate in Strategic Planning Process. Stage 2 of 100 Day • Facilitate management process to develop manufacturing, At Close Strategy distribution, quality and sourcing strategies / project plans. • Lead the management team through stabilizing the business Stage 3 operations (as needed) and through realizing the future Implementation state. First of Strategy • Implement specific projects and processes requested by Year Post management / ownership. Close • Help the company institutionalize the habit of improving. Stage 4 • Transition to a coaching / monitoring role. Through Ensuring Sustainability • Support specific initiatives as appropriate. Exit • Help prepare the company for financial events. 3 www.proactiongroup.com
  • 4.
    Due Diligence: ProAction’sRole An effective Due Diligence Process addresses company strategy, human resources and organizational development, leadership, IT, and core operating functions. ProAction’s Role in the Due Diligence Process: • Assess the Company’s overall “Operational Effectiveness” and management’s ability to execute on its strategic plan (Scalability / Depth of Infrastructure / Quality of Systems). • Identify and Quantify Opportunities to Increase EBITDA and Reduce Working Capital. • Identify and Quantify hidden risks and opportunities in the operations and management processes. • Assess, Document and Quantify opportunities for the Private Equity firm and its Financing Partners (Validate the investment thesis, from an operational perspective). 4 www.proactiongroup.com
  • 5.
    Due Diligence: Areas/ Hypotheses We Test and Quantify Increase EBITDA Improve Balance Sheet / Cash Flow • Throughput • Shrink the Order to Cash Cycle • Improve Processes • Improve Inventory Management • Fixed & Variable Expenses • Increase / Speed Collections • Product Pricing • Minimize Unnecessary Capex • Asset Utilization • Risk Reduction Enhance Competitive Position Address Gaps in Investment Thesis • Scalability • “Enterprise Risk” • Lead times – Including IT – Operational Disaster Recovery • Flexibility • Skills Assessment of Organization • Time to market • Organizational Development Needs • Quality • Cost structure 5 www.proactiongroup.com
  • 6.
    Post Acquisition: Execution Transform Management Goals Identify Opportunities into Actionable Initiatives Management Doesn’t See • Detailed project plans focused on • Best ideas from multiple industries tangible results and experiences • Quantification of costs and benefits • Assessment model and other analytical tools • Third party perspective Drive Execution through Accelerate Resource Extension Results • Experienced people • Project leadership experts • Proven methodologies, tools, and • Dedicated resources working with templates management Transfer Capabilities, Knowledge and Tools • Sustainability of gains • Education & Training • Metrics 6 www.proactiongroup.com
  • 7.
  • 8.
    Case Study: PackagingCompany Acquisition • Identified ~$1 million in EBITDA improvements. Due • Documented the savings, communicated with investment Pre- Diligence committee and financing partners. Close • Information helped the PE firm better assess investment opportunity and develop a strategic plan. Preparation • Participated in Strategic Planning Process. At of 100 Day • Facilitated management process to develop manufacturing Close Strategy and sourcing strategies / project plans. • Led management and personnel through lean implementation and global sourcing efforts. Implementation Year 1 of Strategy • Realized nearly $2 million in annual EBITDA gains. • Increased customer service levels. • Operating Capacity increased by over 20%. • Company is now leading the efforts on their own. Year 1 Ensuring Sustainability • Pursuing ~$1 million of saving from additional lean and &2 global sourcing projects. 8 www.proactiongroup.com
  • 9.
    Case Study: DistributionCompany Acquisition • Identified ~$2.7 million in EBITDA and $6.5 million in working capital improvements. Pre- Due • Identified opportunities to increase order fulfillment levels from mid Diligence Close 80’s to over 95%. • Documented opportunities to consolidate facilities and reduce square feet utilized by over 250,000 sq ft. • Led the management team through prioritizing improvements to At Preparation realize the future state. of 100 Day Close Strategy • Developed a full 6 month implementation plan and timeline with management. • Led management and personnel through inventory planning, lean implementation and sales and operations planning (S&OP) efforts. Months Implementation • Within 6 Months: 1-6 of Strategy • Realized over $3 million in annual EBITDA gains. • Increased customer service levels to over 97%. • Inventory turns increased from 3.8 to 4.3. Months Ensuring • Company is now leading the efforts on their own. 7 - 12 Sustainability • EBITDA gains will surpass $5.3 million annually. 9 www.proactiongroup.com
  • 10.
    Case Study: HeavyEquipment Manufacturer Acquisition • Identified the means for the company to increase EBITDA margins from 32% to 36%. Specifically, we identified the opportunity to: Pre- • Consolidate facilities through lean manufacturing processes. Due • Reduce product cost and increase manufacturability and quality Close Diligence through value added engineering processes. • Reduce scrap, back orders, expediting costs and lost sales during new product roll outs (PPAP processes). At Preparation • Led the management team through prioritizing improvements to of 100 Day Close Strategy realize the future state. • Implemented Lean and Quality improvements that led to: • 14% reduction in labor costs. Year 1 Implementation • 25% reduction in floor space utilized. &2 of Strategy • An increase in EBITDA from 32% to 36%. • Dramatic reductions in delays, scrap and rework costs linked to new product roll outs. Year 2 Ensuring • One on one coaching and mentoring for plant managers led to &3 Sustainability continuing improvements after our project completed. • Company is now leading the efforts on their own. 10 www.proactiongroup.com
  • 11.
    Tim Van Mieghem The ProAction Group (312) 371-8323 tvm@proactiongroup.com Realizing Value Hidden in Operations