granite presentation -general nov2015

Granite Financial AdvisorsOverview

Granite Financial Advisors is a Maryland based investment bank that serves middle market companies with sales ranging from $5 million to $100 million. Mergers & Acquisitions

Granite Financial Advisors represents buyers and sellers in middle market mergers & acquisitions, divestitures., management buyouts and recapitalizations We use our considerable expertise in a wide variety of different industries to identify the most probable and most suitable candidates to complete a transaction under the most favorable terms for our clients.

Corporate FinanceGranite sources through its extensive network of relationships equity and debt capital – in amounts ranging from $ 5 million to $200 million. This network includes private equity groups, strategic investors, hedge funds and commercial lenders.

Corporate Restructures and WorkoutsGranite works with the shareholders and management of corporations, that are in financial distress, to devise and implement a plan to restore the company to financial health. This usually involves changing the strategic direction and the cost structure of the company and restructuring the company’s debt and other liabilities.

Financial and Strategic AdvisoryGranite advises corporate board of directors, management, private equity funds and investors on a diversity of corporate finance decisions including the value of an acquisition, optimal capital structure, divestitures, buy versus de-novo, and structuring complicated transactions. . Business DevelopmentGranite helps young and growing companies in the technology and government contracting sectors develop new revenue streams by assisting these companies in their marketing effort.

Introduction

Granite Financial Advisors 2

Granite’s Advisory Team


Warren SchadPartner &Senior Managing DirectorGranite Financial [email protected]

Warren Schad is the General Partner and Senior Managing Director of Granite Financial Advisors, a Maryland based investmentbank. He has more than 30 years of both banking and industry experience.

Prior to founding Granite, Mr.Schad, was a Partner and Senior Managing Director at The McLean Group, a Northern Virginia based investment bank. At both Granite and McLean, Mr. Schad has executed transactions in mergers and acquisitions, capital formation and corporate restructurings. These transactions were in technology, government contractors, financial services and business services sectors.

Before joining The McLean Group, Mr. Schad was Chief Financial Officer (CFO) for several companies in the real estate, technology and media sectors. Mr. Schad was CFO of Solomon Equities, a major New York City real estate firm that developed 2.5 million square feet of office space in three large Manhattan developments. He restructured $1 billion of senior and subordinated debt to finance the construction of those buildings. Mr. Schad also developed a capital structure model and a portfolio risk model that allowed the company to consider multiple investments and to allocate investment capital in the most profitable ways possible. He also negotiated complicated debt and equity financings.

In addition to serving as CFO in the real estate sector, Mr. Schad was CFO of three companies in the technology sector(SystemsLink Corporation, InFoZen, Inc. and SavvyData, Inc) and a media and entertainment company, TimeSpan Communications, Inc.. He was responsible for the structuring and rapid growth of these companies, two of which he sold at high multiples to larger companies and one which he sold to an investment group. During the course of his industry experience, Mr. Schad has designed strategic plans, performed competitive analysis, executed acquisitions, raised debt and equity, conceived and negotiated joint ventures, designed forecast and budget models, executed monthly dashboard reviews, and implemented accounting systems, among other accomplishments.

Prior to his industry experience, Mr. Schad held a number of senior positions in merchant and commercial banking. He was in charge of the US corporate finance division of Societe Generale, a large European financial organization. During his five-year course with this organization, Mr. Schad completed more than $3 billion in transactions. These transactions ranged from Euro-bond underwritings for US oil companies, leveraged finance for US commercial and hotel construction projects, and mezzanine finance for leverage buyouts. He also was Senior Managing Director of the US Division of a Canadian merchant bank, Hees International, Inc.. In this position, Mr. Schad raised debt and equity for many corporate purposes, and identified and structured acquisitions both within the US and cross-border.

Mr. Schad holds a Bachelor in Business Administration from Adelphi University and an MBA in corporate finance from Pace University. He sits on the Board of Directors of WizNucleus, Inc. and is on the Board of Advisors of RMS Direct Inc.

Raghu RaoPartner and Senior Managing Director Granite Financial [email protected]

Raghu Rao is technology and social enterpreneur. He has over 20 years experience in business and IT strategy, architecture and design, development, outsourcing, marketing and sales. Raghu has successfully managed and implemented complex projects on varied platforms for clients in Government, Publishing, Aerospace, Utilities, Chemicals, Legal, Healthcare and Telecom. He has advised clients on the strategy and rollout of high-profile projects, including the Federal Internet Portal USA.gov (firstgov.gov), National Cancer Institute's cancer.gov and other e-Government initiatives of the President's Management Agenda. Raghu is on the board of several companies and non-profits (Paperbattery, WizNucleus, eLawForum, Forum for Religious Freedom, and Arsha Vidya Gurukulam). Until 2008, Raghu was the Chairman & President of InfoZen, which he founded in 1995. At InfoZen, Raghu created a world-class team that filled a critical business gap by providing innovative turnkey solutions that converted data into actionable information. InfoZen has emerged as a leading provider of integrated information management and technology solutions to commercial and government clients. Prior to founding InfoZen, Raghu was a program manager for electronic journals and a member of the R&D group at Reed Elsevier's Technology Information Services, where he helped develop several pioneering databases delivered on CD-ROM, electronic journals and encyclopedias.

Raghu has a Master's in Computer Science from Virginia Tech and B.Tech in Electrical Engineering from the Indian Institute of Technology, Madras. He has also completed coursework for an MBA in Information Systems at George Washington University.





Granite’s Advisory TeamGranite’s Advisory Team

Kevin Reager Managing Director Granite Financial Advisors [email protected] 972-814-1617

Mr. Reager is currently a Partner with Owe Global Solutions (OGS) and is the CEO of their U.S. subsidiary. OGS is a technology start-up company focused on transaction and security software solutions based in Chennai, India and Scottsdale, Arizona. Prior to joining OGS, Mr. Reager was the CEO of Innovus, Inc., a Dallas, Texas based processor of debit and pre-paid card financial transactions.

Before Innovus, Inc. Mr. Reager was a Senior Vice President with eFunds Corporation, a Scottsdale, Arizona based Technology Company listed on the NYSE. Mr. Reager initially joined eFunds as the SVP, ATM Services Division with responsibility for the $140 million division and the largest non-Bank ATM program in the United States and Canada. After stabilizing the business, Mr. Reager led the successful sale of the portfolio two years later. Mr. Reager then became the Senior Vice President of eFunds International Division, working primarily in Mumbai, India. As the executive responsible for the domestic business of eFunds India, he led the integration of a major acquisition and executed the largest third party processing agreement in India up to that point in time. In addition, Mr. Reager also worked on corporate acquisitions in the United Kingdom, Canada and the United States and consulted on several projects in Latin America and Europe.

Earlier in Mr. Reager’s career he spent 15 years with Bank of America in various Retail Delivery, Finance and Technology roles. With Bank of America he managed several multi-state operations and grew the non-bank retail delivery network from 1,500 to over 8,000 sites.

Mr. Reager is a CPA in Connecticut, California, North Carolina and Nevada. He is an internationally recognized expert on the ATM / Debit Card industries having spoken at industry conferences throughout the world.

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Peter Classen Managing Director Granite Financial Advisors [email protected] 301-570-2985

Mr. Classen is a Managing Consultant with twenty years experience directing strategic initiatives to enhance competitiveness, performance and profit. Prior to joining PA Consulting, Mr. Classen was a Senior Vice President at ColumbusNewport, where he headed the firm’s strategic business services practice. Over the past decade he has held senior management roles in both operational and consultative settings; most notably serving as the COO of the largest professional service firm in Russia, with 1,600 staff and offices in 72 cities. His expertise is in the design and implementation of complex corporate, governmental and humanitarian initiatives. He has worked in more than fifty countries and has headed commercial, governmental, and economic development initiatives totaling more than $15 billion. (Education, Government, Manufacturing, Infrastructure, Philanthropy, Telecomm & IT, Healthcare, Real Estate / Tourism, and Consumer Goods & Services).

Mr. Classen is often called upon to dissect intricate market situations and work with senior executives and boards of directors on establishing priorities. He is also an expert in multiple forms of opportunity analysis in addition to being a capable strategy advisor. He has held directorships with a number of industry associations and humanitarian foundations, where his focus has been on helping define breakout strategic expansion initiatives. His knowledge of best practices in international/emerging market operations was instrumental to the success of numerous client initiatives in the Middle East, Europe, Russia, China, India and sub-Saharan Africa. He holds an MBA from Georgetown University and BA (Honors) in Politics and Economics from the University of King’s College.





Sanjoy BoseManaging DirectorGranite Financial Advisors [email protected]

Sanjoy Bose is a Managing Director at Granite Financial Advisors. He has over 30 years of multi-dimensional experience as a Business Executive with multinational corporations. His expertise lies in developing cross-border setups and management of joint ventures, sourcing for investors and partners in the commercial and government sectors, building public-private partnerships in India and Sri Lanka, as well as M&A ventures in the USA and in India.

Mr. Bose's core competencies include: strategic alliances and partnership formation, Broad-based entrepreneurial BD expertise in business start-ups, strategic market penetration of various market verticals, project management, contract negotiations, marketing and sales of managed services, management of account teams, implementation of product installation and services, key client retention strategies for long term contract renewals, partnerships and management of channel distribution processes, amongst others.

Mr. Bose has held key frontline positions at Oracle, Xerox and McGraw-Hill acquiring and managing large multi-million dollar accounts. He has a Bachelors of Science degree in Business Management from the State University of New York and has completed coursework for a MBA from Radford University.

Granite’s Strategic Partners


Jordan -Crandus is the leading business advisory firm in Maryland. It has sold and advised many companies in its over twenty five years in business. Granite’s relationship with Jordan- Crandus gives their clients the strength of both firms at no extra cost.

Bilyan, LLC is a prominent technology transfer company. It was founded by Jill Sorensen, former head of tech transfer at Johns Hopkins University. Granite’s relationship with Bilyan allows it to provide innovative licensing services to its technology clients.

Eigerhawk is a private equity firm and investment bank located in Northern Virginia. Granite works with Eigerhawk to bring clients to the public market and to provide funding for acquisitions and for clients seeking new capital. Granite has also helped manage Eigerhawk’s investment portfolio.


Industry ExperienceWhile Granite pursues a general practice with clients spanning a diverse array of industries, we have developed particular expertise in the following market sectors:

Government Contracting

Information Technology & Telcom

Diversified Industrials

Financial Services

Business Services

Software; Solution providers, Hardware; Business Process Management; Logistics; Software; Solution providers, Hardware; Business Process Management; Logistics; E-Learning; Internet, RBOCE-Learning; Internet, RBOC

IT Services; Defense & Intelligence; Staff Augmentation; Manufacturing

Manufacturing, consumer goods, industrial machinery, building products, textiles

Commercial Banks, ATM providers, Commercial Finance, transaction processors

Advertising, Marketing Communications, Direct Mail, Security Services, B2B

Granite runs a proven and efficient process that creates competition with flexible deadlines, yet leaves the door open for preemptive and creative offers.

UnderstandUnderstandObjectivesObjectives PlanningPlanning MarketingMarketing EvaluatingEvaluating NegotiatingNegotiating

Understand objectives:-Pricing, structure, timing

Assemble the team Perform initial due

diligence Understand management

concerns- Set strategies to meet

corporate goals Discuss structural,

legal and tax issues

• Review Forecast forecast scenarios • Determine preliminary range of value.• Prepare descriptive materials.• Develop positioning

strategy for strategic & financial investors.

• Finalize contact strategy.

• Present to client final memorandum &

candidate list

Contact potential Buyers

Distribute initial information

Solicit interest Leverage extensive contacts Execute NDAs with

interested parties Provide more info Work with management to

prepare presentation Conduct presentations

Solicit indications of interest

Evaluate proposals Negotiate LOIs Evaluate offers Present client with

analysis of partners as well as term sheet

Select investor

Identify and manage transaction issues

Coordinate detailed due diligence Advise on structure Negotiate agreement Close transaction

30 — 60 days

45 — 90 days

15 — 30 days

45— 75 days

Timeline

Our Sell-Side Process


A Four-Phase, Disciplined Buy-Side Approach

Establish desired target operating and financial characteristics Determine readiness to be acquisitive Develop strategic criteria to support a merger/acquisition

(the “Value Chain” analysis) Obtain necessary internal approvals to proceed with

“market” phase Match acquisition criteria with specific target entities Research and develop preliminary target list I

Contact and pursue targets Establish regular status updating process to best serve the

client Conduct preliminary due diligence in order to identify – and

then avoid – potential problems or impediments Conduct management meetings Establish a value range for identified targets Finalize potential target list and establish summary terms

for a transaction

II

Conduct comparative economic impact analysis of possible transactions

Prepare offers for finalists & negotiate definitive LOIs Schedule & oversee due diligence process Coordinate Human Capital Assessment Conduct post-merger integration planning III

Undertake full confirmatory due diligence Facilitate completion of a Definitive Agreement Finalize post-merger integration plans Close transaction & provide fairness opinion, as appropriate Coordinate press release Launch communication

IV

Phase I:Research,

Analysis, & Screening

Phase II:Solicitation &

Further Screening

Phase III:Negotiation of

LOI & Due Diligence

Phase IV:Consummation

& Launch of Integration


Research Sources

While it is possible to identify high quality

targets through the three traditional

sources of buy-side market

intelligence, we have found

that a multiplicity

sampling approach

(where over a dozen

info sources are used)

is necessary to

find the high

quality targets

our clients are

seeking.


Granite provides customized advisory services to corporations, investment funds and private equity firms. We bring the strength of our combined research, operational, industry and investment banking experience to answer questions ranging from what is my company worth, to how/ what market, operational, management and financial decisions to does a company have to make to optimize return on investment.Granite provides the following advisory services:

Business ValuationsWe provide clients with an expert analysis of their company’s market value as the basis for improvements that would potentially lead to enhanced company worth. After determining the current status of the business’ value and identifying its corresponding value and risk drivers, each one of these drivers is evaluated in terms of its impact on valuation and its importance given the client’s goals and objectives. The results and insights of this analysis are then summarized in a concise valuation report. This analytical framework allows clients to have a clear roadmap for improving their business’ operations and consequently its market value.

Value EnhancementThe objective of these advisory services is to help senior management prioritize and focus on high-impact areas that may offer the greatest potential to enhance shareholder value. We assist management in evaluating critical areas of the business’ operations through rapid assessment of the managerial, operational, legal, product and service offerings, financial and other metrics of a company. This analysis produces a better understanding of how value is being impacted throughout the company and leads to a tactical improvement plan to capitalize on the company’s strengths and deal with the problem areas. These plans include short, intermediate and long range goals and objectives.

Market Planning and ForecastingGranite performs strategic market and industry research to assess and validate market opportunities and to create a fact supported strategic market game-plan and new performance targets. We also build financial forecast models to help the client understand the impact of each opportunity. Where desired, we advise the client on these issues on an on-going monthly basis.

Financial & Strategic Consulting


Restructures & Workouts


The restructuring process is inherently fraught with risk and uncertainty. Granite brings many years of experience producing the desired outcome for its clients. Granite has both the ability to anticipate the many variables of restructuring situations and to analyze these complex variables from the prospective of all constituencies.

Granite’s approach includes:

•Developing strategic plans and financial projections.

•Assessing debt capacity and valuation of both debt instruments and various classes of equity.

•Assessing the need to adjust the current corporate capital structure and/or access alternative sources of finance, both debt and equity.

•Developing plans to take immediate action to address operational problems, liquidity resource limitations, and underperforming markets and products.

Granite’s services include:

•Providing strategic alternatives analysis.

•Preparation of complete financial analysis to support a restructuring plan.

•Preparation of complex valuations.

•Negotiation of multi−party senior and subordinated debt restructuring.

•Evaluation of Chapter 11 plans and out-of-court settlements.

•Negotiation with the various constituencies in Chapter 11 filings and out−of−court settlements

•Representation with lenders and Creditor Committees.

Representative Deals


Merger &Acquisitions -Advised IT Solutions Company on its sale. Result : 6.4x EBITDA

-Advised a financial services company on its sale to a private equity firm. Result :8x EBITDA.

-Advised a public company on its acquisition of a consumer products company. Result: 8.5x EBITDA

Restructures & Workouts -Restructured a B2B in 10 weeks, saving shareholder’s equity and 70 jobs.

Capital Raising -Raised senior bank debt from a commercial bank and subordinated debt from a hedge fund for a software applications company.

Tech Transfer - Negotiated the licensing of pediatric robotic surgical tools from Sick Children ‘s Hospital , in Toronto, to a middle-eastern non-government organization.

granite presentation -general nov2015

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