1. Neri Capital Partners Investment Banking and Advisory Firm
Exiting Millionaires…One Business at a Time
MERGERS │ ACQUISITIONS │ DIVESTITURES │ EXIT PLANNING │ VALUATIONS

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
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3. …. Neri Capital Partners
A Firm that:
Is staffed with five seasoned intermediaries with a cumulative 75-years of corporate and entrepuerial experience
Represents and advises micro-cap companies – Revenues $3 to $60 million
Raises capital for new products and business expansion
Identifies, qualifies and interviews buyers
Educates sellers on the transaction process (what to expect)
Establishes an “opinion of value” or engages a third party valuation company
Has a Certified Exit Planner on-staff to develops seller’s exit strategy
A firm that has closed over 150 transactions
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4. …. Proven and Successful Steps to Market a business
Step 1: Week 1 to 4
Plan marketing strategy and conduct internal due diligence
Understand company’s products or services and owner’s objectives
Review and recast operational and financial performance
With management, develop growth objectives and financial projections
Seller completes detailed questionnaire to educate Neri Capital
Determine and recommend market price and develops preliminary marketing strategy
Step 2: Week 5 to 8
Prepare information memorandum and identify buyers
Define key selling points
Write Confidential Information Memorandum
Develop list of qualified buyers using external and internal data base list (Seller approves list).
Customize approach for financial and strategic buyers
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5. ….Proven and successful steps to market businesses
Step 3: Week 9 to 24
Implement formal marketing effort
Direct mail and telephone calls to identified buyers
Advertise in trade magazines and on multiple internet sites
Qualify interested buyers by requiring the execution of a Confidentiality Agreement and submitting a Net Worth statement, before a Information Memorandum is sent.
Send Confidential Information Memorandum to qualified buyers
Step 4: Week 13 to 30
Meet with qualified buyers
Prepare management presentation to prospective buyers
Coordinate site visits with prospective buyers
Coordinate follow-up information and obtain answers to questions 6
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6. ….Proven and successful steps to market business
Step 5: Week 31 t0 40
Close Transaction
Negotiate Letter of Intent with Seller
Recommend legal representation for Seller, if needed
Facilitate and coordinate due diligence
Negotiate definitive purchase agreement and ancillary documents with seller / seller’s counsel / buyer.
Keep seller / buyer focused on closing timeline
Close transaction 6
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7. ….Experienced Investment Banking and Advisory Team
Eric Togneri – President and Managing Partner
Mike Togneri – Managing Partner
Andrew Wooten – Vice President
Terry Marlowe – Vice President
Steve Goodwin – Vice President
Rod Randolph – Intermediary
Scott Waller – Intermediary
Theresa Bickford – Marketing Director 7
MERGERS │ ACQUISITIONS │ DIVESTITURES │ EXIT PLANNING │ VALUATIONS

8. ….Neri has developed in-depth expertise through multiple transactions in key industry sectors
Business Services
Aerospace
Consumer Goods
Light Manufacturing
Construction Services
Technology / Software
Medical Equipment & Services
Life Sciences
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9. … and provide expertise to let you know what your business is worth
How value is determined:
Comparative sold companies from Neri Capital data base
BVMarketData (Prat Stats) & Businesses Reference Guide
Cash flow analysis or industry specific EBITDA multiple or
In-depth modeling by 3rd party 9
MERGERS │ ACQUISITIONS │ DIVESTITURES │ EXIT PLANNING │ VALUATIONS

10. ….Required information for the purpose of valuing your business
Federal Tax Returns for past three years
Income statements & balance sheets for past three years
Inventory value
List of equipment and other assets with original cost and remaining useful life
Copies of operating equipment and other leases that will transfer w/business 10
MERGERS │ ACQUISITIONS │ DIVESTITURES │ EXIT PLANNING │ VALUATIONS

11. ….Other types of information required
Business strategy and market share
Key members of the Management Team
Employee info: key employees, compensation (hourly rate & salaried), benefits
Description and copies of business insurance policies
Reasons for exiting business 11
MERGERS │ ACQUISITIONS │ DIVESTITURES │ EXIT PLANNING │ VALUATIONS

12. ….Representative Transactions
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
$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
Atlanta, GA
Light Industrial and food service staffing
Has been acquired by
A Private Investor
Undisclosed Amount
Sealtite, Inc.
Santee, CA
Industrial and Personal Service Paper
Has been acquired by
Falkowski Enterprises, Inc.
San Diego, CA
Undisclosed Amount
CMS, Inc.
Sullivan, MO
Aerospace Precision
Parts Manufacturer
Has been acquired by
Custom Composite, Inc.
\Mobley, MO
Gastonia, NC
Quality, Convenient Urgent Medical Care
Has been acquired by
An Industry Firm
Southeast USA
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
Undisclosed Amount
MERGERS │ ACQUISITIONS │ DIVESTITURES │ EXIT PLANNING │ VALUATIONS

13. Eric Togneri – President and Managing Partner
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.
Eric has a BS Degree from the University of Iowa, MBA from the University of Pittsburgh. 14
MERGERS │ ACQUISITIONS │ DIVESTITURES │ EXIT PLANNING │ VALUATIONS

14. Michael Togneri - Managing Partner
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 "contract" manufacturing company; and co-founder of a National Biosolids Management Service Company. Mike has completed transactions with a cumulative value of over $200 million.
Mike has a BA Degree from St. Andrews Presbyterian College 15
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15. Andrew Wooten – Vice President
Andrew brings over 20 years of experience to Neri Capital Partners, having held various leadership positions in technology and investment companies including:
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.
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. 16
MERGERS │ ACQUISITIONS │ DIVESTITURES │ EXIT PLANNING │ VALUATIONS

16. Steve Goodwin – Vice President
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 16
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17. Rod Randolph – Intermediary
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.
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.
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.
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. 18
MERGERS │ ACQUISITIONS │ DIVESTITURES │ EXIT PLANNING │ VALUATIONS

18. Scott Waller – Associate
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.
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. 19
MERGERS │ ACQUISITIONS │ DIVESTITURES │ EXIT PLANNING │ VALUATIONS

19. Theresa Bickford - Marketing Director
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.
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.
Theresa is a graduate of the University of Iowa with a degree in Spanish and a focus on the sciences. 20
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20. ….Next Steps Execute Engagement Agreement
Seller completes detailed questionnaire
Neri Capital writes Confidential Information Memorandum
Market your business 21
MERGERS │ ACQUISITIONS │ DIVESTITURES │ EXIT PLANNING │ VALUATIONS