business summary - excalibur diversified holdings€¦ · tal business consulting, llc (ebc). we...

Business SummaryDate Created :

03.17.2017

Date Issued :

3.17.2017

Excalibur Diversified Holdings, Inc.

CEO/Founder:John P. Fazzio

Prepared For:Investor/Partners

FORWARD-LOOKING STATEMENTS:This proposed acquisition strategy may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this proposed acquisition strategy may constitute forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. Actual results may differ materially from those expressed or implied in the forward-looking statements as a result of a number of factors, including changes in the OTC Markets and Excalibur Diversified Holdings, Inc. undertakes no duty to update any forward-looking statement made due to these factors or changes. All forward-looking statements speak only as of the date of this proposed acquisition strategy.

Venture, Equity and Angel investments produce on average a 20% return on their capital according to Harvard Business School . Excalibur Diversified Holdings, Inc. (Excalibur) is projected to provide ROI’s of over 100% (see the Excalibur Road Map herein). Based on the Excalibur advantages described below, these numbers can be more readily relied on than typical VC investments because they will produce a better success rate.

A move tobetter returns.

Introduction

Excalibur Platform for FundersExcalibur is a micro-conglomerate that has created a platform for funders to build wealth through the roll-up acquisitions of environmental, entertainment and other businesses. Our diversified strategy diminishes risk. Funders, whether investors or lenders, will provide capital that will bear interest and participate in high multiple redemptions of their positions and will be turned over in 5 year cycles

at excellent ROI’s. Excalibur is a micro-conglomerate, like Berkshire Hathaway and GE but smaller, which will soon be traded on the OTC market, just as Berkshire did, providing the means for sale of its stock to exit and redeem funders’ interests at high values. Excalibur will be involved in continuous rounds of acquisitions allowing funders to continue at any point in new deals, on an acquisition-by-acquisition basis.

1 Demystifying Venture Capital Economics, Part 1, June 19, 2014 Andy Rachleff, https://blog.wealthfront.com/venture-capital-economics/

Business Summary Excalibur

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Introduction02

TABLE OF CONTENTS

Company Summary04

Company Summary06

Our First Companies08

Acquisition Interests09

Strategy & Implementation10

Operation Timeline12

Management Summary14

Financial Plan15

Excalibur Advantages

Excalibur works with is affiliates and associates to pro-actively guide the operations of the company. This will all be under the Excalibur umbrella. Together with capitalizing the company this is a winning combination. The two biggest reasons companies fail are lack of capital and poor strategic planning. A third is a failure in executing the strategy. The Excalibur program provides for all these needs and further includes a marketing and sales component. Marketing is another major reason companies fail. Excalibur will take the success rate to 80% using professional management combined with our diversification strategy.

01SECTION


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Company Summary

We want to partner with you if we have complimentary values for the organization. We have the business experience and skills to acquire and grow businesses. You have capital and want to participate in your investments in a more palpable way, interacting, although not tied to the tedious day-to-day tasks of running the business.

You want to be a senior manager and/or director of the company having significant control but not total control of the business. You want the opportunity to help build a great company and you also want a great opportunity to make a much greater return on your investment than you could in the stock market. If this sounds like you we are ready and waiting.

Excalibur owns one small operating company now. This is a small environ-mental services company, Environmen-tal Business Consulting, LLC (EBC). We want to acquire additional companies in a few different industries. These companies will be profitable operating companies for the most part. This will reduce the risk of any of our companies failing.

We are a small expert group of managers that want to create wealth by establishing a great business. We value providing all stakeholders with a fairreward for what they contribute. This includes our customers and especially our investor/partners.

We believe that collaboration with the right group of people, who share our viewpoint and values, is essential to a rewarding enterprise.

COMPANY SUMMARY START-UP SUMMARY


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Capital

A first key to success will be to have access to capital for all or part of the acquisition cost of several companies. As we progress we expect to be able to self-fund acquisitions either through profitability and/or public profit raise.

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PEOPLE DEVELOPMENT& TEAMWORK

Our team is made up of experts in dif-ferent specialities of business including management, marketing and law. Wedo have an emphasis on environmental services. Growing our acquisitions with an expert team of managers is key.

GreatAcquisitions

Finding great companies to acquire and making great deals to purchase them will be a big part of our success.

Excalibur Diversified Holdings, Inc. (Excalibur) is being estab-lished as a soon to be public company on OTC Markets, to provide a solution for emerging growth companies that need a unique mix of business expertise and capital formation, to execute their plans and grow their businesses. Excalibur willbe a micro-conglomerate developing companies in diverse sectors starting with an environmental management acquisition, and later adding recycling, entertainment and media. It will follow a model much like Berkshire Hathaway and GE but on a smaller scale.

OBJECTIVE

Our mission is to provide exceptional services and products through a unique group of companies, and through which we generate great rewards for our stakeholders.

MISSION

KEYS TO SUCCESS


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Investments in penny stock companies are risky, but with managed risk comes big rewards. As the saying goes “no risk, no reward”. So how do you manage the risks to get the big rewards? That’s the question, right? Well how does GE or Berkshire Hathaway do it? They diversify their investments. Some would say why not build one company and focus on that; put all your eggs in one basket and watch it very carefully. GE and Berkshire say invest in a group of companies and watch them all very carefully. In fact they manage them as subsidiaries. They “stick to their knitting” and their knitting is watching a lot of different companies. That’s what they do.Well why would they want to do that? Wouldn’t it be easier to just watch one company or a small group of similar companies, those in the same industry for example? Diversification is a strategy that offsets the downside of one industry with another. It also offsets the bad performance of one company with the good performance of another. So, another thing these small companies don’t do well is professional management. Sure they are good at the operational management of day-to-day activities and only working on one product. That just isn’t enough to grow these businesses to the next level. Isn’t this one of the key ingredients GE and Berkshire brings to

Micro-Conglomerate

Company Summary


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Strategy

02SECTION

the table when they add another subsidiary to their conglomerates? That’s exactly what they offer.

So as a corporate investor or individual investor do you have the time and resources to diversify your investments and manage those companies; to diversify your risks in a way that allows you to intelligently manage that diverse group? Just having members on the board of directors surely isn’t enough.

Excalibur provides an incubator type platform for a group of companies in a similar way that Berkshire Hathaway and GE do. We provide the key ingredients for companies to grow and become successful.

Investors spend a lot of time trying to pick good companies to invest in. They look at the management to see if they think they have the skills to be successful. They look at the product/service to see if it is going to be the next big thing. They do all this work to make good investment choices but this is not enough. At best investor success rates are 50/50. That’s a 50% success rate at best. According to several venture capital groups successes are only 1 out of 5, 20%.

Investors using the same old model are stuck with a 50% success rate at best. This means that at least half the money invested is lost not to mention the investors’ time and energy.

Using the Excalibur formula (Berkshire/GE formula really) our success rate will be 80% or better.


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Our First Companies

1Environmental Business Consulting, LLC (EBC) isa wholly owned subsidiary of Excalibur. EBC wasowned by John Fazzio and merged with Excalibur.

EBCEnvironmental Services 2

One of our prospective acquisitions produces bio-mass fuels for an electric generating company in California. This is a unique opportunity since this particular bio-mass customer has a long term contract with the local electric utility company.

Bio-MassCalifornia Recycler

Some of our first companies will be in the environmental services sector. Our experience in this space is very strong with decades of work in this industry behind us. Other interests include media, marketing and entertainment companies. We are industry agnostic and want diversification, while at the same time wanting to stick to a few industries we both like and know about.


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03SECTION

OUR INTERESTS

Waste Disposition

MEDIA

INNOVATIVE PAPER RECYCLING

Waste Disposition Technology

Tele-Medicine

CREATIVE CONTENTMARKETING

MARKETING

C&DRECYCLING

OIL FIELDSERVICES


9

Strategy &ImplementationOur strategy has two parts; 1st Acquire profitable operating companies and grow them, 2nd become a publicly traded company to leverage value.

We are a strong proponent of hard work. However, working smart is just as impor-tant. We need to have and to execute a great strategy to maximize the interests of all stakeholders in the company. Executing the strategy to go public at the right time is a key strategy to leverage the Excalibur share value and provide capital for future growth.

The value of a private company is generally not more than five (5) times EBITDA or Earnings. The value of a publicly traded company, even on the OTC market, is gener-ally not less than eight (8) times earnings.

It makes strategic sense to take Excalibur public at the right time. The company needs to positioned correctly on the market. This means not taking the company public before it has enough mass and is profitable enough. The value of the shares will often be much greater than the 8 X multiple - sometimes 30 X or higher.

Positioning Excalibur on the public market, whether it would be the OTC market or NASDAQ will depend on three key factors. First is does the company have enough mass. Next, is the company profitable enough. Finally, do we have a great story to tell about the company that excites people to buy-in. This will involve where the company is going.

POSITIONING

Our public relations strategy will be a key to letting people know what a great company Excalibur is and what great things lie ahead for it. This PR will develop a curiosity and interest in Excalibur stock driving the price higher.

PUBLIC RELATIONS

Micro-Conglomerate Strategy

5X 8XPRIVATE A

PUBLIC B

VALUE PROPOSITION


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ACQUISITION ROAD MAP05

SECTION

The acquisition road map will give some idea of where we want to go and what the results could be. These are projections to give a direction and indication of what we could accomplish. We could add larger or more companies to our acquisition listing to expand our eventual result. We hope that you will want to join us on this road map to our mutual success.

Acquisition Target IndustryAverage

Annual SalesAverage Recast

EarningsPurchase Price

Working Capital

Funding Required

Estimated EBITDA in 5

Years

Estimated Value in 5 Years (8 X

Multiple)

California Recycler Environmental $3,000,000 $723,000 $3,400,000 $400,000 $3,800,000 $2,352,660 $18,821,282

Michigan Recycler Environmental $2,500,000 $506,000 $2,275,000 $341,250 $2,616,250 $1,518,000 $12,144,000

Conneticut Recycler Environmental $1,440,000 $308,000 $1,900,000 $285,000 $2,185,000 $924,000 $7,392,000

Un-named Environmental #4 Environmental $8,000,000 $2,160,000 $10,800,000 $1,620,000 $12,420,000 $6,480,000 $51,840,000

Un-named Environmental #5 Environmental $5,000,000 $1,350,000 $6,750,000 $1,012,500 $7,762,500 $4,050,000 $32,400,000

Arkansas Film & Video Entertainment $1,300,000 $400,000 $2,100,000 $250,000 $2,350,000 $1,000,000 $8,000,000

Arizona Film & Video Entertainment $411,000 $161,948 $375,000 $150,000 $525,000 $485,844 $3,886,752

Un-named Entertainment #3 Entertainment $3,000,000 $900,000 $4,500,000 $675,000 $5,175,000 $2,700,000 $21,600,000

Un-named Entertainment #4 Entertainment $11,000,000 $4,606,000 $23,030,000 $3,454,500 $26,484,500 $13,818,000 $110,544,000

Un-named Entertainment #5 Entertainment $4,000,000 $1,600,000 $8,000,000 $1,200,000 $9,200,000 $4,800,000 $38,400,000

Total $39,651,000 $12,714,948 $63,130,000 $9,388,250 $72,518,250 $38,128,504 $305,028,034

Acquisition Road Map


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Timeline

1 Year

Upon funding we will begin to collect and evaluate our opportunities for acquisition. We will choose the best opportunities and perform due diligence on them.

We will acquire not more than two companies in the first year. Upon acquisition we will begin to develop the companies for further growth and profitability. We will apply some management techniques and begin assimilating the companies.

INITIALACQUISITIONS

Year two will see the addition of two to three new acquisitions. During this second year we will also continue our activities to further develop and grow both our initial and new acquisitions. These activities will include adding professional management and professional marketing to their operations.

SECOND ROUNDACQUISITIONS

Obtain acquisition opportunities and evaluate them.

Acquire not more than two companies.

Begin the process of grow-ing the businesses for greater profitability.

Obtain new acquisition oppor-tunities and evaluate them.

Acquire two to three new companies.

Continue the process of developing and growing the companies.

Add professional management to the operations.

Add professional management to the operations.

2 Year

Fundamental Timeline Overview of Our Intended Course.

The timeline is intended to give a basic overview and direction of our intended course and the activities and milestones along the way.


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Again in year three we will add an additional three to four companies. We will continue to further develop and grow all our acquisitions.

At this stage we will begin the process of reducing redundancies at the acquisitions. This will be accomplished by centralizing more functions. These will include top management functions, marketing and accounting. Some purchasing where appropriate will be centralized.

THIRD ROUND ACQUISITIONS

Centralized professional man-agement and marketing.

Centralized accounting and control functions.

We will have setup the company more carefully for an IPO on OTC or NASDAQ in year three. We will get Excalibur and all its subsidiaries ready for the IPO. This will include all accounting and audit work, filings and service evaluations. Services will include SEC legal, PCAOB accounting and IRPR (Investor Relations and Public Relations).

GO PUBLIC &GROW BUSINESSES

Accounting and auditing work will be performed.

Choose SEC legal counsel and PCAOB accounting firm.

Choose IRPR firm and negotiate terms and tasks.

Que up the market operators, requirements and agreement (i.e. OTC market)

At the end of the fifth year it would be reasonable to expect that the share value of Excalibur would be at a good place for investors to liquidate some or all of their position. We will have a micro-conglomerate with several profitable subsidiaries. We will have done IRPR to move the value up.

Exit - ShareholdersStock Sales

Build share value through IRPR during the year.

Desiring shareholders are set to liquidate some or all of their positions.

3 Year 4 Year 5 Year

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ManagementSummary

LEADER TEAM

YouPartner/Director

John P. Fazzio, Jr.CEO/Founder

Mary PacellSenior Marketing Consultant

John P. Fazzio, IIILegal Advisor

Justin FazzioBusiness Advisor

Dennis SheltonSenior Sales Advisor

Our management team has decades of experience in starting, operating and growing companies. This is invaluable in taking good operating companies to the next step. Our span of expertise runs from strategic planning and management, to opera-tional management, to marketing management, and includes business legal expertise.


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Financial Plan

$72,500,000 DEVELOPMENT SECTOR

$500,000

OPERATION SECTOR

$5,000,000

We will set up a credit line to cover some cash flow gaps we may have over the first few years.

This plan is for the initiation of our project including our total estimated cost of acquisitions.

This represents the total estimated cost of ten companies. This, in part, will be made up of debt including owners’ pa-per. Some of the required capital will be self generated by Ex-calibur after a few years of operation. Yet more will be raised through the sale of Excalibur stock on the market in year four or five.

This is only an estimate based on projections (please see the Acquisition Road Map herein). It is estimated that only about $20,000,000 would be required from investors over five years.

FINANCIAL BUDGET SECTOR

This budget is for the development and evaluation of opportunities. This will include market research, specific company review, audits, environmental studies and personnel time and travel.

FINANCIAL PROJECTIONS

Financial Profit Year 1- $1,000,000

Financial Profit Year 2 - $5,000,000





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Excalibur Projected Financial StatementsPrepared March 17, 2017

Profit & Loss Year 1 Year 2 Year 3 Year 4 Year 5 CashNet Sales $13,143,282 $50,238,529 $90,931,773 $120,939,258 $151,642,484 Breakeven Month 1

COGS $9,885,225 $35,951,124 $62,460,160 $83,072,012 $110,485,777 Least Cash $240,941Gross Profit $3,258,057 $14,287,405 $28,471,613 $37,867,245 $41,156,708 Most Cash $69,485,824

Sales & Mktg. Expenses $79,000 $175,750 $210,688 $243,147 $282,075Operating Expenses $1,047,974 $2,366,630 $2,483,787 $2,583,034 $2,676,407

EBITDA $2,131,083 $11,745,025 $25,777,138 $35,041,064 $38,198,226 InvestmentAmort., Dep., Int. etc. $327,014 $2,991,923 $4,978,970 $3,250,594 $1,381,663 Founder $0

Taxes $780,431 $3,737,575 $9,109,655 $13,893,771 $16,181,898 Common $0Net Income $1,023,638 $5,015,527 $11,688,514 $17,896,699 $20,634,665 Preferred $0

Total $0

Cash Flow Year 1 Year 2 Year 3 Year 4 Year 5Net Income $1,023,638 $5,015,527 $11,688,514 $17,896,699 $20,634,665 Loans

Changes from: Total $71,233,750Operating $415,927 $3,800,719 $11,189,754 $17,318,689 $20,759,659 Interest Paid $11,802,069

Investing ($626,000) ($630,000) ($780,000) ($750,000) ($850,000) Principal Repaid $70,888,278Financing $5,234,279 $56,487,744 ($19,586,030) ($21,423,335) ($20,367,187) End Balance $345,472

Cash Inc. / (Dec.) $5,024,207 $59,658,463 ($9,176,276) ($4,854,646) ($457,528)Beginning of Period $0 $5,024,207 $64,682,669 $55,506,393 $50,651,748

End of Period $5,024,207 $64,682,669 $55,506,393 $50,651,748 $50,194,220

Balance Sheet Year 1 Year 2 Year 3 Year 4 Year 5AssetsCurrent $7,731,440 $71,231,456 $64,346,982 $62,409,731 $64,937,239

Non-Current $596,929 $1,110,595 $1,671,762 $2,094,000 $2,507,905Total Assets $8,328,369 $72,342,052 $66,018,744 $64,503,731 $67,445,144

LiabilitiesCurrent $2,070,451 $4,580,863 $6,155,072 $8,166,694 $10,840,629

Non-Current $5,234,279 $61,722,023 $42,135,993 $20,712,658 $345,472Total Liabilities $7,304,731 $66,302,886 $48,291,065 $28,879,353 $11,186,101

Equity $1,023,638 $6,039,166 $17,727,679 $35,624,378 $56,259,043Total Liab. & Equity $8,328,369 $72,342,052 $66,018,744 $64,503,731 $67,445,144

Valuation $8,189,106 $40,124,219 $93,508,109 $143,173,593 $165,077,318Net Income (8x multiple)

$0

$50,000,000

$100,000,000

$150,000,000

$200,000,000

$250,000,000

$300,000,000

$350,000,000

Year 1 Year 2 Year 3 Year 4 Year 5

Profit Expenses Revenue

$0

$10,000,000

$20,000,000

$30,000,000

$40,000,000

$50,000,000

$60,000,000

$70,000,000

$80,000,000Cash Flow P&L

Months 1-60

Confidential Prepared 3/17/2017


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If you are tired of sitting on the sidelines and watching others manage your money by investing in companies you hardly know anything about, we have an alternative for you. If you want some control but don’t have the time or inclination to spend all day every day managing companies, we may have an alternative for you. If you have money to invest and business experience and wisdom, we may have an opportunity for you.

CONTACT INFORMATION

525 Route 73, 5 Greentree Ctr, Ste 104

Marlton, NJ 08053

(856) 817-6233

[email protected]

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