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Professional S i
P f    i   l Services O
                      Overview
                           i


“Driven Leadership Dedicated to Maximizing the Performance of Your Company”




                  PERFORMANCE IMPROVEMENT MANAGEMENT
                                                                                                       John R. Oliver
                            INTERIM MANAGEMENT

                               DUE DILIGENCE                                                           CPA – MBA – Six Sigma
                            OFFSHORE SOURCING
                                                                                                       jjrolverus@yahoo.com
                                                                                                           l     @ h
                        RESTRUCTURING/REFINANCING                                                      (o) 770-605-2325


                                                                              Confidential & Proprietary
CONTENTS
   Biographies
   Testimonials
   Professional Services
   Stages of Business Decline
   Performance Improvement Management
                  p             g
   Case Studies
   Interim Management
   Due
    D e Diligence
   Post Acquisition Performance Improvement Services
   Offshore Sourcing
   Restructuring/Refinancing
   Resumes
   Consulting Credentials
             g
   Selected Transactions

    jroliverus@yahoo.com – 770.605.2325   © Copyright 2003, United Parcel Service of America, Inc. All rights reserved
                                                                Confidential & Proprietary                               2 2
BIOGRAPHY
                                      John R. Oliver
                                      CPA – MBA – Six Sigma

                 John Oliver has specialized in turning companies around, improving & setting up operations for
                 more than 25 years. Mr. Oliver has served as Chief Financial Officer/Chief Restructuring Officer
                 for both i t
                 f b th private and public companies up t $1 billi
                                   d bli             i     to billion. H has d
                                                                       He h demonstrated success at
                                                                                       t t d            t
                 launching businesses, leading companies through turnarounds, restructurings, periods of stable
                 & high growth, and eventual sale. John’s expertise includes emerging businesses, turnaround
                 management, operations improvement, due diligence and post merger integration.
                 John has been a CFO for two NASDAQ listed companies. He has worked in high tech,
                                                                 companies                         tech
                 manufacturing, distribution and service operations and has a proven record of maximizing
                 shareholder value. He has an excellent capital market and M&A track record. John once had the
                 honor to close the NASDAQ after successfully recapitalizing his company. Mr. Oliver has served
                 as corporate secretary for three p
                       p               y          public companies. He is known for rolling up his sleeves and
                                                             p                            g p
                 focusing on the pertinent issues with straightforwardness and integrity.
                 Mr. Oliver’s executive experience includes CFO/CRO of SkyCaddie where he was hired to lead
                 the turnaround of the entity. In 2007, he helped facilitate a $270 million sale of Microtek Medical
                 to Ecolab. John has held senior positions at Brinks, United Parcel Service, and Ernst & Young.
                 At Brinks Mr. Oliver helped facilitate the turnaround and NYSE spin-off of BAX Global (a multi
                 billion transportation & logistics concern). And at Ernst & Young he directed client projects for
                 Amazon, HP, HP Medical, Bestbuy, Sprint, & CSX
                 Mr. Oliver is a Certified Public Accountant; he has an MBA from The University of Southern
                 California – Marshall School of Business, and a Bachelor of Science in Accounting from
                 Connecticut State University

jroliverus@yahoo.com – 770.605.2325                       © Copyright 2003, United Parcel Service of America, Inc. All rights reserved
                                                                                Confidential & Proprietary                               3 3
TESTIMONIALS

 “John is a highly capable and goal orientated senior level business executive. I worked with John, he turned a
  poorly managed business into an efficient, quality focused organization. He hired the key staffs, built the
  organizational structure, and set the business g
    g                     ,                      goals that allow them to be successful. He is well informed, ,
  highly focused, and a very disciplined individual,” SVP SkyCaddie


 “I have worked with some of the country's best and brightest executives, and I would rank John to be one of
                                          y               g               ,
  the top executives I have had the pleasure to work with. Exceptionally bright, personable with strong business
  instincts, John continues to grow as a leader. I would recommend John without question to any organization.
  There are few people of John's caliber.” EVP/COO - Microtek Medical


 “I had the opportunity to work for John and he is one of the best managers I have had the pleasure to know.
  His leadership goes well beyond his strategic vision for the business, his tactical focus and his attention to the
  business needs. He motivates through his respect for each employee, valuing their unique contributions and
                                       g        p                 p y            g          q
  acknowledging their accomplishments. He leads by example and empowers his team to perform at their best
  and achieve success. Under John’s leadership we recapitalized our business and we achieved the highest
  operating margins the business has known.” President Hasbro Toys




               jroliverus@yahoo.com – 770.605.2325             © Copyright 2003, United Parcel Service of America, Inc. All rights reserved
                                                                                     Confidential & Proprietary                               4 4
TESTIMONIALS

 “I had the privilege to work with John at E&Y and UPS. John is an intelligent, knowledgeable and customer
  focused person who always gets the job done. The teams that he built and managed are world class. He was
  one of the most sought after persons within and outside our organization. Without reservation, I would
                                                              organization          reservation
  recommend John; he is a strong leader and the highest quality individual.” E&Y Partner/Practice Director


 “John makes doing the most difficult, business-critical projects fun. Building on a foundation of deep expertise
  in finance & operations, technology, processes and regulations, John brings an engaging, affable personality
  to the job. This approach enables John to motivate clients and delivery team members to engage fully, to
  collaborate openly, and to produce fantastic results on time and on specification. John gets the highest
  productivity from his entire team and delivers results on or under budget, even when budgets, resource
  availability,
  availability and other constraints are less than optimal ” Practice Director – Cap Gemini Ernst & Young
                                                   optimal.


 “I heartedly endorse John for a senior leadership position. He has continually demonstrated the knowledge
  a d equ ed s s o e ec e y ead a
  and required skills to effectively lead an international o ga a o He has p o e p o c e cy in financial a d
                                                e a o a organization. e as proven proficiency        a c a and
  general management. He has successfully managed a P&L in excess of $900mm. John has proven over the
  10 years I have known and worked with him that he can effectively function from the dock floor to the “C” level
  and the Board Room. He would be a GREAT addition to any leadership team.” COO/EVP Brinks




              jroliverus@yahoo.com – 770.605.2325             © Copyright 2003, United Parcel Service of America, Inc. All rights reserved
                                                                                    Confidential & Proprietary                               5 5
Professional Services Overview


The consulting practice focuses on the understanding and success of the business as
the touchstone for accomplishing appropriate financial agendas and strategies.


   Debtor Advisory                                Refinancing
   Bankruptcy/Workout                             Restructuring
    Strategies
   Crisis Management                              T rnaro nd Management
                                                    Turnaround

   Board Representation                           Interim Management
   Business and Operations                       I t
                                                   International
                                                          ti   l
    Reviews
                                                   Performance Enhancement
   Due Diligence
   Acquisitions                                   Di
                                                    Divestitures
                                                         tit

            jroliverus@yahoo.com – 770.605.2325    © Copyright 2003, United Parcel Service of America, Inc. All rights reserved
                                                                         Confidential & Proprietary                               6 6
Stages of Business Decline
The Corporate Demise Curve



                                                        Expected Performance
                                                 Infancy Stage –
                                                    Stagnation (Stage 1)

                                                                Early Stage – Underperforming
                                                                  (Stage 2)


                                                                                Midstage - Significant
                                                                                Performance Impairment
                                                                                  (Stage 3)
                                                                                Late Stage – Crisis
                                                                                  (Stage 4)


           jroliverus@yahoo.com – 770.605.2325      © Copyright 2003, United Parcel Service of America, Inc. All rights reserved
                                                                          Confidential & Proprietary                               7 7
Stages of Business Decline

Infancy Stage – Stagnation (Stage 1)
     Operating margins and other key ratios falling behind industry averages
     Period-over-period revenues flat or declining
     Increased inventory write-downs
     Lack of (or misguided) product investment
     Problems with integration of acquisitions


Early Stage – Underperforming (Stage 2)
     Significant declines in revenue and/or EBITDA as variable costs grow and fixed costs
      remain constant
     Assets are not sufficiently liquid
     Underutilization of fixed assets
     Needed capital is tied up in receivables and inventories
     Management attention is diverted from traditional functions due to cash shortage


             jroliverus@yahoo.com – 770.605.2325      © Copyright 2003, United Parcel Service of America, Inc. All rights reserved
                                                                            Confidential & Proprietary                               8 8
Stages of Business Decline
Midstage – Significant Performance Impairment (Stage 3)
       Credit and merchandise shortages occur
       Cash and credit difficulties become apparent to both insiders and the general
        business community
              Creditors unwilling to advance further credit
              Suppliers may refuse to ship altogether
       Increased risk of loan covenant defaults
       Potential loss of key customers and/or suppliers
       Potential loss of key employees

Late Stage – Crisis (Stage 4)
       Company cannot pay obligations as they come due
              Inability to service long-term debt
       Overall payables growth with delinquent payables becoming significant and
        unmanageable
       Actual or appearance of insolvency
       Public acknowledgement of business failure

              jroliverus@yahoo.com – 770.605.2325    © Copyright 2003, United Parcel Service of America, Inc. All rights reserved
                                                                           Confidential & Proprietary                               9 9
EVA – Selected Value Levers
                                                                                                       Value Levers

                                                                                      Mergers & Acquisitions
                                                                                      Enter New Markets
                                                                                      New Product Development & Introductions
                                                                                      Manipulate Product Mix
                                                         Revenues                     Increase Price
                                                                                      Increase Revenue/Services
                                                         Increase                     Increase Market share
                                                                                      New Account Breakthroughs
                                                                                      Increase Account Share
                                                                                      Improve Customer Segment Mix (Change Market Share)
                                                                                      Alternative Sales Channels
                                                                                      Electronic Commerce
                                                                                      Customer and Channel Programs

                                                                                      Decrease Purchased Goods for Resale
                                                        Decrease                      Decease Cost of Purchased Goods/Services for Mfg.
                                        Increase                                      Decrease Costs by Product Substitute to Meet “For Use” Spec
                                                    Purchased Good’s                  Improve Yield
                                          Gross      & Manufacturing                                 g p
                                                                                      Increase Throughput
                                          Profit         Costs
                                                                                      Drive Costs out of the Process
                                                                                      Improve Mill/Plant Sourcing, Utilization and Master Scheduling
                                                                                      Reduce Inventories - Direct Materials, MRO, & In-Process
                      Increase Net
                        Operating                                                     Customer Programs
                                                                                      Increase Sales and Customer Service Productivity
                       Profit After                                                   Electronic Commerce
                                                         Reduce
                      Tax (NOPAT)                                                     Efficient Customer Response
                                                       Selling Costs                  Decrease Staffing
                                        Decrease
                                        Operating
                                         p      g
                                        Expenses                                      Decrease Finished Goods Inventory
                                                                                      Model Change Opportunities
                                                           Reduce                     Optimize Logistics Scheduling
                                                                                      Optimize Physical Network
                                                     Distribution Costs               Reduce Transportation Costs
Enterprise                                                                            Decrease Staffing
Wide Value                                                                            Alternative Distribution
 Creation                                                                             Increase IR Effectiveness-Discretionary Spending
                                                         Reduce                       Decrease IR Costs Non-Discretionary Spending
                                                    Administration Costs              Reduce Customer Service/Order Management Costs
                                                                                      Lower Finance and Accounting Costs
                                                                                      Decrease HR Costs
                                                       Reduce R&D
                                                                                      Reduce Costs to Effectively Support R&D

                                                       Reduce Tax                     Tax Planning
                                                                                      Capital Deployment
                                         Capital                                      Capital Avoidance
                                       Deployment                                     Improve Capital Planning/Investment Process
                         Improve                                                      Reduce Working Capital
                                                                                                     g   p
                                                                                      Decrease A/R
                          Capital                                                     Increase A/P (or Cash Flow Equivalent)
                        Allocation       Cost of
                                         Capital                                      Financial Reengineering



             jroliverus@yahoo.com – 770.605.2325                       © Copyright 2003, United Parcel Service of America, Inc. All rights reserved
                                                                                             Confidential & Proprietary                                1010
PERFORMANCE IMPROVEMENT MANAGEMENT

DIFFERENTIATED CAPABILITIES
 Senior executive experience as CFO and COO
 Significant track record while operating as a consultant or interim officer


FOCUS ON EXECUTION
 Appropriate Information and Management Processes
 Appropriate Culture


BUILD THE TEAM
 “Top Grade” People
 Skill Building


DEVELOP APPROPRIATE OPERATING AND FINANCIAL INFORMATION
 Weekly operating and financial metrics for control, tracking and decision making
 What is measured tends to improve

           jroliverus@yahoo.com – 770.605.2325     © Copyright 2003, United Parcel Service of America, Inc. All rights reserved
                                                                         Confidential & Proprietary                               1111
Performance Improvement / Turnaround Approach




 Approach:
      1) Stabilize           2) Diagnose     3) Plan         4) Implement                              5) Lead



       jroliverus@yahoo.com – 770.605.2325        © Copyright 2003, United Parcel Service of America, Inc. All rights reserved
                                                                        Confidential & Proprietary                               1212
Performance Improvement / Turnaround
Approach: Sample Processes
          Stabilize
           Set guiding principles and premise for
            change/performance improvement
                 g p                p
           Cashflow Assessment                                                  Implement
           Control the checkbook                                                 “Top Grade” Team
                                                                                  Execute Plan
          Diagnose                                                                Core Initiatives
           Assess administration and financial issues                            Restructure Balance Sheet
           Outsource Non-core Competencies                                       Reduce Budgets
           Sell Redundant and Surplus Assets.                                    Transfer Skills
           Capacity Utilization
           Departmental/Functional Reviews                                      Lead
           Competitive/Benchmark Assessment                                      Build/maintain trust
           Evaluate risk and opportunities                                       Lead implementation
                                                                                  Monitor Results
          Plan
           Develop strategic and operating plan
           Budget Development
           Develop metrics




  jroliverus@yahoo.com – 770.605.2325                    © Copyright 2003, United Parcel Service of America, Inc. All rights reserved
                                                                               Confidential & Proprietary                               1313
CASE STUDY: Turnaround of $100 Million Category Leading
Consumer Products Electronics Manufacturer & Distributor


SITUATION
 Poorly managed business that experienced a multi-million dollar embezzlement.
 Company had acute cash problems and was on the brink of not meeting its obligations with its major suppliers,
  bank & investors.
 Engaged as CFO/CRO with executive control over operating functions.


APPROACH
 Stabilized and eliminated major negative cash losses through a cash flow assessment and implementation of a
  corrective plan.
 Diagnosed cash flows & competitive benchmarks, launched a comprehensive budgeting program to set business
  goals.
      l
 Hired the key staffs, built the organizational structure, and set the business goals that allow them to be
  successful.
 Put in public company grade systems and processes.


RESULTS
   Turned-around the entity – organization became and efficient quality focused.
   Built significant cash reserves; drove substantial improvements in operating margins and net income.
   EBITDA margins more than doubled (2x) and gross EBITDA increased four times (4x).
   Secured a multimillion dollar credit facility under favorable terms.

                jroliverus@yahoo.com – 770.605.2325                  © Copyright 2003, United Parcel Service of America, Inc. All rights reserved
                                                                                           Confidential & Proprietary                               1414
CASE STUDY: Leading Medical Device Manufacturer. Drove
Integration of Global Plant Operations & Facilitated Company Sale



SITUATION
 $170 million dollar medical device manufacturer and distributor; company’s valuation had remained stagnant for 5+ years.
 Gross margins were negatively impacted from recently acquired entities.
 Engaged as financial leader with responsibility for growing the company via acquisition, and improving its valuation.

APPROACH
 Stabilized and eliminated major negative cash losses through a cash flow assessment, and implementation of a corrective plan.
 Implemented a gross margin improvement program which included integration of recently acquired plant operations, and selective
  price increases.
 Diagnosed competitive benchmarks & equity market situation; launched a comprehensive budgeting program to set business
  goals.
 Negotiated a new cash flow based credit facility to increase credit capacity for potential acquisitions and/or stock buy-back.
 Due to the positive M&A climate, engaged an investment banker; built investment model, data room and road show materials.
  Actively shopped company.
 Upgraded ERP systems and streamlined p
   pg              y                      processes.

RESULTS
 Improved business model by integrating and streamlining European and Caribbean plant operations.
 Significantly improved Contribution & EBITDA margins.
 Facilitated sale of company for $270+ million, 18x EBITDA representing 38% premium for shareholders.



                 jroliverus@yahoo.com – 770.605.2325                      © Copyright 2003, United Parcel Service of America, Inc. All rights reserved
                                                                                                Confidential & Proprietary                               1515
CASE STUDY – Turnaround & Recapitalization of a Multi-million
Dollar Manufacturer and Distributor of Specialty Consumer Products


SITUATION
 Poorly managed business that was about to be de-listed from the NASDAQ.
 O
  Operation was bl t d with i
        ti      bloated ith inventory, h d major product quality and very acute cash problems.
                                 t     had j         d t     lit   d          t     h     bl
 Engaged as CFO/COO to lead restructuring, turnaround, and recapitalization of the entity.


APPROACH
   Stabilized and eliminated major negative cash losses through a cash flow assessment and implementation of a corrective plan.
   Diagnosed cash flows & competitive benchmarks, launched a comprehensive budgeting program to set business goals.
   Spearheaded inventory management, collections, supplier, quality and customer service initiatives to enhance cash flows.
   Implemented six sigma initiatives: off-shored program management, strategic sourcing, and quality functions.
   Developed & presented restructuring plan to board, bank, NASDAQ compliance group, & major investors.
   Completed S-3 filing – obtained approval from SEC to recapitalize the company through a warrant offering.
   Negotiated a new ABL credit facility to reduced fees and increase credit capacity.
   Partnered with the sales team to reduce overall SKUs and launch higher margin product offerings.


RESULTS
   Company achieved record sales and its first profit in 5 years.
   Raised several million in the capital markets through the recapitalization/warrant offering.
   Turned cash flows from operations positive and improved EBITDA margins
   Increased ABL capacity under more favorable terms..
   Improved product quality and customer service.

                  jroliverus@yahoo.com – 770.605.2325                         © Copyright 2003, United Parcel Service of America, Inc. All rights reserved
                                                                                                    Confidential & Proprietary                               1616
MANAGEMENT
       Interim Management and Management Assistance


CAPABLE OF IMPACTING A BUSINESS IN BOTH ADVISORY ROLE AND AS
INTERIM OFFICER


DIFFERENTIATED CAPABILITIES – RELEVANT EMPLOYMENT AND
CONSULTING EXPERIENCE
 Proven track records
 Experienced at management assessment and building management teams
 Experts at execution of critical agendas

COACHING/ADVISORY
 Skill building with existing management
 Advising and coaching of existing managers


         jroliverus@yahoo.com – 770.605.2325   © Copyright 2003, United Parcel Service of America, Inc. All rights reserved
                                                                     Confidential & Proprietary                               1717
DUE DILIGENCE
                                   Execution Focus


SCOPE OF SERVICES – PRIORITIZE & FOCUS

 Quick “Smell Test”
     Quick review of the business, management, operating information, financial information and
      financial controls
 In-Depth review of:
     All aspects of the profit paradigm and critical aspects of the operating and financial functions


DIFFERENTIATED CAPABILITIES – EXPERIENCE IS HARD TO FOOL

 Depth of the analysis derived from:
     Spending more time in the details
     Drilling down into the organization – Penetrating the “spin" proffered by senior
      executives


          jroliverus@yahoo.com – 770.605.2325           © Copyright 2003, United Parcel Service of America, Inc. All rights reserved
                                                                              Confidential & Proprietary                               1818
Due Diligence Process


TEST THE PROFIT PARADIGM – “ DOES THIS DOG HUNT, AND WHY?”
                           “…DOES          HUNT
 Sustainable competitive advantage and key drivers of success
 Defined, resourced and executed


ASSESS THE ABILITY OF MANAGEMENT TO EXECUTE
 Culture
 Information
 Processes
 People


Be prepared to manage the Company – People, Process and Information ready Before the Closingl




            jroliverus@yahoo.com – 770.605.2325     © Copyright 2003, United Parcel Service of America, Inc. All rights reserved
                                                                          Confidential & Proprietary                               1919
POST ACQUISITION PERFORMANCE IMPROVEMENT SERVICES
  “Uniquely positioned to provide services throughout the investment lifecycle.”


 SCOPE OF SERVICES
  Supply Chain & Operations Optimization
  Post Merger Integration
  Interim Management
  Turnaround Management
  Financial Advisory
                    y
  Performance Improvement Management


 DIFFERENTIATED CAPABILITIES
  Proven track record
  Experts at execution of critical agendas



             jroliverus@yahoo.com – 770.605.2325   © Copyright 2003, United Parcel Service of America, Inc. All rights reserved
                                                                         Confidential & Proprietary                               2020
Sample: Post Acquisition Performance Improvement Process
 ”Active Hands On Management of Portfolio Companies Ensures Success and High IRR”




           jroliverus@yahoo.com – 770.605.2325     © Copyright 2003, United Parcel Service of America, Inc. All rights reserved
                                                                         Confidential & Proprietary                               2121
OFFSHORE SOURCING
    Planning and Management of Offshore Strategies


DESIGN, EXECUTE AND CONTROL
 Effective strategies and positive economics
 Supply chain management
 Global logistics/distribution center management
 Offshore management
A
 Appropriate geographies
        i t         hi


DIFFERENTIATED CAPABILITIES
 Substantial domestic and international operating experience
 Experience in all aspects of the strategy and management of offshore
  sourcing


       jroliverus@yahoo.com – 770.605.2325   © Copyright 2003, United Parcel Service of America, Inc. All rights reserved
                                                                   Confidential & Proprietary                               2222
RESTRUCTURING / REFINANCING



NO FINANCIAL SOLUTION TO OPERATING PROBLEMS

BUSINESS RECOVERY PLAN – IMPROVING OPERATING RESULTS
 Expands financial and financing options
 Increases probability of successful execution of every option
 F ilit t speed of successful execution
  Facilitates  d f         f l      ti


TRACK RECORD WITH REFINANCING SOURCES

RESTRUCTURING/NEGOTIATING SKILL




       jroliverus@yahoo.com – 770.605.2325   © Copyright 2003, United Parcel Service of America, Inc. All rights reserved
                                                                   Confidential & Proprietary                               2323
Sample: Bankruptcy Process




 Of the companies that file for Chapter 11 bankruptcy, only 1 in 10 survives.

 Attorneys are typically the only ones that do well in the process.

 Chapter 11 is seldom the best choice for your company.

 Our team has the knowledge and expertise to fix your company, and avoid Chapter 11.


            jroliverus@yahoo.com – 770.605.2325       © Copyright 2003, United Parcel Service of America, Inc. All rights reserved
                                                                            Confidential & Proprietary                               2424
Business Recovery Plan

Our Consultants work together with management team to develop the Business Recovery
Plan. This Plan is a thorough analysis of a company's operating and financial
performance, and is the basis for our initiatives.
The Business Recovery Plan’s objectives are to correct any existing operational
inefficiencies; to identify new opportunities for growth, and to stabilize the balance sheet.
By following this process, a client company can buy much-needed time to implement the
New St t
N     Strategy. The Plan includes:
                 Th Pl i l d
     A operational review
     Management evaluation
     Analysis of cash-flow forecasts and profit goals
     Asset-management recommendations
     A financial restructuring strategy
To implement The Business Recovery Plan, the Cranfield executive, or team of
executives, becomes interim executive at the troubled company. In the new strategy, our
executives allocate the resources & management skills, to the area yield the greatest
benefit.
b    fit


           jroliverus@yahoo.com – 770.605.2325      © Copyright 2003, United Parcel Service of America, Inc. All rights reserved
                                                                          Confidential & Proprietary                               2525
John R. Oliver
                                                             CPA – MBA – Six Sigma
                                                   FINANCIAL & OPERATING SOLUTIONS
John has held Chief Financial Officer and General Management Positions in Fortune 500 Corporations, the Big-4, and Middle Market
Companies. He has broad experience in managing startups – difficult operating & financial environments in the United States and Europe.

AREAS OF EXPERTISE
    Interim Management
                  g                          Profit Improvement
                                                       p                                Financial Advisory
                                                                                                          y                             Cash Management/Lender Support
                                                                                                                                                    g                 pp
    Acquisition & Merger Support            Manufacturing & Distribution              SEC Reporting & Compliance                     Startup Management
    Business Plan Development                Optimization                              Strategic Planning                             Crisis & Turnaround Management
    PPM Development                         Budgeting & Forecasting                   Investor Relations                             Refinancing, equity and debt financing

 Management of day to day operations including accounting, financial reporting, manufacturing & distribution operations, budgeting and planning, tax, treasury, and asset & risk
  management.
 Supervision of the preparation review and analysis of all financial reports for management lenders and financial partners including profit and loss statements cash flow statements
                       preparation,                                               management,                                                          statements,           statements,
  and asset valuations.
 Strategic planning for company operating areas, including complex analysis, tax structuring and compliance.
 Due diligence for proposed transactions, including acquisitions, dispositions and financing; and arranging, negotiating, and managing closing.
 Development and implementation of business plans, forecasts and budgets.
 Private placement memorandum development, SEC Form D filing and capital raising support. Ensuring that organizations are appropriately capitalized and that business activities
  create maximum value for its investors
 Preparation of SEC Reports (10Q, 10K, 8K, 14A, S3…), including registration filings. Experience with initial public offerings; and with resolving compliance disputes, investigations
  and de-listings.
 Investor relations, including developing institutional stockholder, investment banker and research analyst relationships and presenting at investor conferences. John has served as
  Corporate Secretary for three companies.
PROFESSIONAL PROFILE
    SkyCaddie – Chief Financial Officer
       y
    Microtek Medical (NASDAQ) – SVP/Corporate Controller
    Action Products International (NASDAQ) – Chief Financial Officer
    United Parcel Service (NYSE) – Director/Principal
    Ernst & Young LLP – Senior Manager
    The Brinks Corporation (NYSE) – Group Controller
PROFESSIONAL CREDENTIALS
 University of Southern California – The Marshall School of Business, Master of Business Administration
 Connecticut State University – Bachelor of Science, Accounting
 CPA-Certified Public Accountant – California (Active Status)

                         jroliverus@yahoo.com – 770.605.2325                                        © Copyright 2003, United Parcel Service of America, Inc. All rights reserved
                                                                                                                          Confidential & Proprietary                                 2626
CONSULTING CREDENTIALS
Creative and Valuable Operating and Financial Solutions for Clients

Since 2005, The Cranfield Group has been providing a unique blend of financial and operating executive talent
with a proven track record of effectively managing businesses through developing situations, fulfilling
expectations of management, investors, lenders and boards of directors across a broad spectrum of industries.
  p           f      g      ,            ,                    f                         p           f

Our Consultants average nearly 20 years of senior management experience. Their industry knowledge, finance
and operations expertise, and team building skills are the keys to success. They have held senior positions
in major Corporations and the Big-4. They have significant experience in managing difficult operating and
financial environments globally.
                       g      y
Our consultant’s resumes include: Brinks, UPS, Ernst & Young, Apple, GE, Hewlett Packard, Hasbro, Sprint,
Bestbuy, Amazon, Apple, Madison Dearborn Partners, Pittston, BAX Global, and SkyGolf. We target companies
with revenues above $10 million. Our Consultants have worked in various industries and sectors, including:
            Agribusiness                                        Logistics/Transportation
            Business Services                                   Healthcare
            Computer Hardware/Software                          Manufacturing
            Consumer Products                                   Mining/Chemical
            Entertainment/Leisure                               Telecommunications

The Cranfield Group has a well established network of senior executives who bring a significant breadth of
experience to our clients. To form a project team, we bring together individuals with the best industry / functional
expertise and leadership to ensure our clients receive superior service
                                                                service.



              jroliverus@yahoo.com – 770.605.2325              © Copyright 2003, United Parcel Service of America, Inc. All rights reserved
                                                                                     Confidential & Proprietary                               2727
SELECTED TRANSACTIONS
Consultant’s Middle Market Experience

      Manufacturer and Distributor
                                                      Security Alarm Systems                                   Waste Management
       of Computer Accessories
                                                           $150,000,000                                            $15,000,000
              $250,000,000
                                                         Revenue Business                                        Revenue Business
            Revenue Business

       Foreign Sourcing and Global                   National Provider of Security                              Owner/Operator of
          Distribution of Laptop                     Alarm Installation & Service                               Waste Disposal site
               Accessories


            Medical D i
            M di l Device                                                                                   Direct-to-Consumer
                                                                                                            Di   tt C
                                                             Third Party
      Manufacturer and Distributor                                                                       Toy & Baby Product Retailer
                                                        Fulfillment Business
              $180,000,000                                                                                         $150,000,000
                                                           $500,000,000
            Revenue Business                                                                                     Revenue Business
                                                         Revenue Business
     Foreign Manufacturing and Global                                                                     Online Retailer of Toys and
                                                                                                                             Toys,
                                                  National Fulfillment Services
      Distribution of Surgical Drapes &                                                                   Baby Apparel & Accessories
                                              for eCommerce & Catalog Retailers
         Infection Control Solutions


                                                      Consumer Electronics                                   Home Accessory
            Specialty Toy
                                                    Manufacturer and Distributor                        Manufacturer and Distributor
      Manufacturer and Distributor
                                                           $100,000,000                                            $85,000,000
              $12,000,000
                                                         Revenue Business                                        Revenue Business
            Revenue Business
                                               Foreign Manufacturing and Global                       Foreign Manufacturing and Global
      Foreign Sourcing and Domestic
                                                  Distribution of a Electronic                              Distribution of Picture
      Distribution of Educational Toys
                                    y
                                                    Sporting G d D i
                                                    S ti Goods Device                                      Frames & Accessories
                                                                                                           F           A         i




              jroliverus@yahoo.com – 770.605.2325                            © Copyright 2003, United Parcel Service of America, Inc. All rights reserved
                                                                                                   Confidential & Proprietary                               2828
SELECTED TRANSACTIONS
Consultant’s Middle Market Experience

            Medical Device
      Manufacturer and Distributor                     Farmers Cooperative                               Medical Supply Distributor

              $12,000,000                                  $40,000,000                                            $85,000,000
            Revenue Business                             Revenue Business                                       Revenue Business

      French Based Manufacturer and                     Regional Cooperative                             Domestic Distributor of
       Distributor of Gastric Bands &                     of Dairy Farmers                             Medical Supplies to Physicians
       Innovative Surgical Solutions


          Telecommunications
          T l         i ti
          Equipment Distributor                              Publisher                                        Textile Manufacturer

              $430,000,000                                 $350,000,000                                           $190,000,000
            Revenue Business                             Revenue Business                                       Revenue Business

          National Distributor of              Global Publisher of Encyclopedias                            Domestic Manufacturing
       Telco Equipment & Custom                      and Children's Books                                   of Bedding Productions
       Order-to-Configure Solutions



            Medical Device                          Manufacturer and Distributor
                                                                                                          Ocean Freight Forwarder
                                                                                                                    g
      Manufacturer and Distributor                        of Door Locks
                                                                                                                  $300,000,000
              $20,000,000                                  $18,000,000
                                                                                                                Revenue Business
            Revenue Business                             Revenue Business
                                                                                                   Ocean Cargo Forwarder & Provider
       Domestic Manufacturing and                 Domestic Manufacturing and
                                                                                                   of Break-Bulk & Warehouse Services
       Distribution of Surgical Drapes
                          g        p           Distribution of Specialty Door Locks
                                                                p      y




              jroliverus@yahoo.com – 770.605.2325                           © Copyright 2003, United Parcel Service of America, Inc. All rights reserved
                                                                                                  Confidential & Proprietary                               2929
SELECTED TRANSACTIONS
Consultant’s Middle Market Experience

         Consumer Electronics
                                                      Security Alarm Systems                                      Specialty Jeans
       Manufacturer and Distributor
                                                                                                                   Manufacturer
                                                            $45,000,000
               $42,000,000
                                                          Revenue Business                                         $28,000,000
                                                                                                                      ,   ,
             Revenue Business
                                                                                                                 Revenue Business
            Foreign Sourcing and                     Regional Provider of Security
        Distribution of Television and                Alarm Installation & Service                      Foreign Sourcing and Domestic
        Other Consumer Electronics                                                                       Distribution of Specialty Jeans


                                                             Third P t
                                                             Thi d Party
             Manufacturer of                                                                                Miami Based Air Carrier
                                                        Fulfillment Business
           Specialty Chocolates
                                                                                                                   $95,000,000
                                                            $36,000,000
               $10,000,000                                                                                       Revenue Business
                                                          Revenue Business
             Revenue Business
                                                                                                                  South American
                                                      Dutch Based 3rd Party
              Manufacture and                                                                                   Air Cargo Transport
                                                  Logistics Company Fulfillment
     Retail & Direct Distribution of Candy
                                                 Services & European Distribution



            Specialty Watch                                   Ocean                                           Third Party Logistics
       Manufacturer and Distributor                      Freight Forwarder
                                                                                                                   $160,000,000
               $18,000,000                                  $180,000,000                                         Revenue Business
             Revenue Business                             Revenue Business
                                                                                                     Specialized Service Parts Logistics
      Foreign Sourcing and Domestic                    Asia & North American                            and order configuration for
          Distribution of Watches                        Freight Forwarding
                                                             g            g                           Domestic High Tech companies
                                                                                                                  g            p




               jroliverus@yahoo.com – 770.605.2325                           © Copyright 2003, United Parcel Service of America, Inc. All rights reserved
                                                                                                   Confidential & Proprietary                               3030

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John Oliver Professional Services

  • 1. Professional S i P f i l Services O Overview i “Driven Leadership Dedicated to Maximizing the Performance of Your Company” PERFORMANCE IMPROVEMENT MANAGEMENT John R. Oliver INTERIM MANAGEMENT DUE DILIGENCE CPA – MBA – Six Sigma OFFSHORE SOURCING jjrolverus@yahoo.com l @ h RESTRUCTURING/REFINANCING (o) 770-605-2325 Confidential & Proprietary
  • 2. CONTENTS  Biographies  Testimonials  Professional Services  Stages of Business Decline  Performance Improvement Management p g  Case Studies  Interim Management  Due D e Diligence  Post Acquisition Performance Improvement Services  Offshore Sourcing  Restructuring/Refinancing  Resumes  Consulting Credentials g  Selected Transactions jroliverus@yahoo.com – 770.605.2325 © Copyright 2003, United Parcel Service of America, Inc. All rights reserved Confidential & Proprietary 2 2
  • 3. BIOGRAPHY John R. Oliver CPA – MBA – Six Sigma John Oliver has specialized in turning companies around, improving & setting up operations for more than 25 years. Mr. Oliver has served as Chief Financial Officer/Chief Restructuring Officer for both i t f b th private and public companies up t $1 billi d bli i to billion. H has d He h demonstrated success at t t d t launching businesses, leading companies through turnarounds, restructurings, periods of stable & high growth, and eventual sale. John’s expertise includes emerging businesses, turnaround management, operations improvement, due diligence and post merger integration. John has been a CFO for two NASDAQ listed companies. He has worked in high tech, companies tech manufacturing, distribution and service operations and has a proven record of maximizing shareholder value. He has an excellent capital market and M&A track record. John once had the honor to close the NASDAQ after successfully recapitalizing his company. Mr. Oliver has served as corporate secretary for three p p y public companies. He is known for rolling up his sleeves and p g p focusing on the pertinent issues with straightforwardness and integrity. Mr. Oliver’s executive experience includes CFO/CRO of SkyCaddie where he was hired to lead the turnaround of the entity. In 2007, he helped facilitate a $270 million sale of Microtek Medical to Ecolab. John has held senior positions at Brinks, United Parcel Service, and Ernst & Young. At Brinks Mr. Oliver helped facilitate the turnaround and NYSE spin-off of BAX Global (a multi billion transportation & logistics concern). And at Ernst & Young he directed client projects for Amazon, HP, HP Medical, Bestbuy, Sprint, & CSX Mr. Oliver is a Certified Public Accountant; he has an MBA from The University of Southern California – Marshall School of Business, and a Bachelor of Science in Accounting from Connecticut State University jroliverus@yahoo.com – 770.605.2325 © Copyright 2003, United Parcel Service of America, Inc. All rights reserved Confidential & Proprietary 3 3
  • 4. TESTIMONIALS  “John is a highly capable and goal orientated senior level business executive. I worked with John, he turned a poorly managed business into an efficient, quality focused organization. He hired the key staffs, built the organizational structure, and set the business g g , goals that allow them to be successful. He is well informed, , highly focused, and a very disciplined individual,” SVP SkyCaddie  “I have worked with some of the country's best and brightest executives, and I would rank John to be one of y g , the top executives I have had the pleasure to work with. Exceptionally bright, personable with strong business instincts, John continues to grow as a leader. I would recommend John without question to any organization. There are few people of John's caliber.” EVP/COO - Microtek Medical  “I had the opportunity to work for John and he is one of the best managers I have had the pleasure to know. His leadership goes well beyond his strategic vision for the business, his tactical focus and his attention to the business needs. He motivates through his respect for each employee, valuing their unique contributions and g p p y g q acknowledging their accomplishments. He leads by example and empowers his team to perform at their best and achieve success. Under John’s leadership we recapitalized our business and we achieved the highest operating margins the business has known.” President Hasbro Toys jroliverus@yahoo.com – 770.605.2325 © Copyright 2003, United Parcel Service of America, Inc. All rights reserved Confidential & Proprietary 4 4
  • 5. TESTIMONIALS  “I had the privilege to work with John at E&Y and UPS. John is an intelligent, knowledgeable and customer focused person who always gets the job done. The teams that he built and managed are world class. He was one of the most sought after persons within and outside our organization. Without reservation, I would organization reservation recommend John; he is a strong leader and the highest quality individual.” E&Y Partner/Practice Director  “John makes doing the most difficult, business-critical projects fun. Building on a foundation of deep expertise in finance & operations, technology, processes and regulations, John brings an engaging, affable personality to the job. This approach enables John to motivate clients and delivery team members to engage fully, to collaborate openly, and to produce fantastic results on time and on specification. John gets the highest productivity from his entire team and delivers results on or under budget, even when budgets, resource availability, availability and other constraints are less than optimal ” Practice Director – Cap Gemini Ernst & Young optimal.  “I heartedly endorse John for a senior leadership position. He has continually demonstrated the knowledge a d equ ed s s o e ec e y ead a and required skills to effectively lead an international o ga a o He has p o e p o c e cy in financial a d e a o a organization. e as proven proficiency a c a and general management. He has successfully managed a P&L in excess of $900mm. John has proven over the 10 years I have known and worked with him that he can effectively function from the dock floor to the “C” level and the Board Room. He would be a GREAT addition to any leadership team.” COO/EVP Brinks jroliverus@yahoo.com – 770.605.2325 © Copyright 2003, United Parcel Service of America, Inc. All rights reserved Confidential & Proprietary 5 5
  • 6. Professional Services Overview The consulting practice focuses on the understanding and success of the business as the touchstone for accomplishing appropriate financial agendas and strategies.  Debtor Advisory  Refinancing  Bankruptcy/Workout  Restructuring Strategies  Crisis Management  T rnaro nd Management Turnaround  Board Representation  Interim Management  Business and Operations I t International ti l Reviews  Performance Enhancement  Due Diligence  Acquisitions  Di Divestitures tit jroliverus@yahoo.com – 770.605.2325 © Copyright 2003, United Parcel Service of America, Inc. All rights reserved Confidential & Proprietary 6 6
  • 7. Stages of Business Decline The Corporate Demise Curve Expected Performance Infancy Stage – Stagnation (Stage 1) Early Stage – Underperforming (Stage 2) Midstage - Significant Performance Impairment (Stage 3) Late Stage – Crisis (Stage 4) jroliverus@yahoo.com – 770.605.2325 © Copyright 2003, United Parcel Service of America, Inc. All rights reserved Confidential & Proprietary 7 7
  • 8. Stages of Business Decline Infancy Stage – Stagnation (Stage 1)  Operating margins and other key ratios falling behind industry averages  Period-over-period revenues flat or declining  Increased inventory write-downs  Lack of (or misguided) product investment  Problems with integration of acquisitions Early Stage – Underperforming (Stage 2)  Significant declines in revenue and/or EBITDA as variable costs grow and fixed costs remain constant  Assets are not sufficiently liquid  Underutilization of fixed assets  Needed capital is tied up in receivables and inventories  Management attention is diverted from traditional functions due to cash shortage jroliverus@yahoo.com – 770.605.2325 © Copyright 2003, United Parcel Service of America, Inc. All rights reserved Confidential & Proprietary 8 8
  • 9. Stages of Business Decline Midstage – Significant Performance Impairment (Stage 3)  Credit and merchandise shortages occur  Cash and credit difficulties become apparent to both insiders and the general business community  Creditors unwilling to advance further credit  Suppliers may refuse to ship altogether  Increased risk of loan covenant defaults  Potential loss of key customers and/or suppliers  Potential loss of key employees Late Stage – Crisis (Stage 4)  Company cannot pay obligations as they come due  Inability to service long-term debt  Overall payables growth with delinquent payables becoming significant and unmanageable  Actual or appearance of insolvency  Public acknowledgement of business failure jroliverus@yahoo.com – 770.605.2325 © Copyright 2003, United Parcel Service of America, Inc. All rights reserved Confidential & Proprietary 9 9
  • 10. EVA – Selected Value Levers Value Levers Mergers & Acquisitions Enter New Markets New Product Development & Introductions Manipulate Product Mix Revenues Increase Price Increase Revenue/Services Increase Increase Market share New Account Breakthroughs Increase Account Share Improve Customer Segment Mix (Change Market Share) Alternative Sales Channels Electronic Commerce Customer and Channel Programs Decrease Purchased Goods for Resale Decrease Decease Cost of Purchased Goods/Services for Mfg. Increase Decrease Costs by Product Substitute to Meet “For Use” Spec Purchased Good’s Improve Yield Gross & Manufacturing g p Increase Throughput Profit Costs Drive Costs out of the Process Improve Mill/Plant Sourcing, Utilization and Master Scheduling Reduce Inventories - Direct Materials, MRO, & In-Process Increase Net Operating Customer Programs Increase Sales and Customer Service Productivity Profit After Electronic Commerce Reduce Tax (NOPAT) Efficient Customer Response Selling Costs Decrease Staffing Decrease Operating p g Expenses Decrease Finished Goods Inventory Model Change Opportunities Reduce Optimize Logistics Scheduling Optimize Physical Network Distribution Costs Reduce Transportation Costs Enterprise Decrease Staffing Wide Value Alternative Distribution Creation Increase IR Effectiveness-Discretionary Spending Reduce Decrease IR Costs Non-Discretionary Spending Administration Costs Reduce Customer Service/Order Management Costs Lower Finance and Accounting Costs Decrease HR Costs Reduce R&D Reduce Costs to Effectively Support R&D Reduce Tax Tax Planning Capital Deployment Capital Capital Avoidance Deployment Improve Capital Planning/Investment Process Improve Reduce Working Capital g p Decrease A/R Capital Increase A/P (or Cash Flow Equivalent) Allocation Cost of Capital Financial Reengineering jroliverus@yahoo.com – 770.605.2325 © Copyright 2003, United Parcel Service of America, Inc. All rights reserved Confidential & Proprietary 1010
  • 11. PERFORMANCE IMPROVEMENT MANAGEMENT DIFFERENTIATED CAPABILITIES  Senior executive experience as CFO and COO  Significant track record while operating as a consultant or interim officer FOCUS ON EXECUTION  Appropriate Information and Management Processes  Appropriate Culture BUILD THE TEAM  “Top Grade” People  Skill Building DEVELOP APPROPRIATE OPERATING AND FINANCIAL INFORMATION  Weekly operating and financial metrics for control, tracking and decision making  What is measured tends to improve jroliverus@yahoo.com – 770.605.2325 © Copyright 2003, United Parcel Service of America, Inc. All rights reserved Confidential & Proprietary 1111
  • 12. Performance Improvement / Turnaround Approach Approach: 1) Stabilize 2) Diagnose 3) Plan 4) Implement 5) Lead jroliverus@yahoo.com – 770.605.2325 © Copyright 2003, United Parcel Service of America, Inc. All rights reserved Confidential & Proprietary 1212
  • 13. Performance Improvement / Turnaround Approach: Sample Processes Stabilize  Set guiding principles and premise for change/performance improvement g p p  Cashflow Assessment Implement  Control the checkbook  “Top Grade” Team  Execute Plan Diagnose  Core Initiatives  Assess administration and financial issues  Restructure Balance Sheet  Outsource Non-core Competencies  Reduce Budgets  Sell Redundant and Surplus Assets.  Transfer Skills  Capacity Utilization  Departmental/Functional Reviews Lead  Competitive/Benchmark Assessment  Build/maintain trust  Evaluate risk and opportunities  Lead implementation  Monitor Results Plan  Develop strategic and operating plan  Budget Development  Develop metrics jroliverus@yahoo.com – 770.605.2325 © Copyright 2003, United Parcel Service of America, Inc. All rights reserved Confidential & Proprietary 1313
  • 14. CASE STUDY: Turnaround of $100 Million Category Leading Consumer Products Electronics Manufacturer & Distributor SITUATION  Poorly managed business that experienced a multi-million dollar embezzlement.  Company had acute cash problems and was on the brink of not meeting its obligations with its major suppliers, bank & investors.  Engaged as CFO/CRO with executive control over operating functions. APPROACH  Stabilized and eliminated major negative cash losses through a cash flow assessment and implementation of a corrective plan.  Diagnosed cash flows & competitive benchmarks, launched a comprehensive budgeting program to set business goals. l  Hired the key staffs, built the organizational structure, and set the business goals that allow them to be successful.  Put in public company grade systems and processes. RESULTS  Turned-around the entity – organization became and efficient quality focused.  Built significant cash reserves; drove substantial improvements in operating margins and net income.  EBITDA margins more than doubled (2x) and gross EBITDA increased four times (4x).  Secured a multimillion dollar credit facility under favorable terms. jroliverus@yahoo.com – 770.605.2325 © Copyright 2003, United Parcel Service of America, Inc. All rights reserved Confidential & Proprietary 1414
  • 15. CASE STUDY: Leading Medical Device Manufacturer. Drove Integration of Global Plant Operations & Facilitated Company Sale SITUATION  $170 million dollar medical device manufacturer and distributor; company’s valuation had remained stagnant for 5+ years.  Gross margins were negatively impacted from recently acquired entities.  Engaged as financial leader with responsibility for growing the company via acquisition, and improving its valuation. APPROACH  Stabilized and eliminated major negative cash losses through a cash flow assessment, and implementation of a corrective plan.  Implemented a gross margin improvement program which included integration of recently acquired plant operations, and selective price increases.  Diagnosed competitive benchmarks & equity market situation; launched a comprehensive budgeting program to set business goals.  Negotiated a new cash flow based credit facility to increase credit capacity for potential acquisitions and/or stock buy-back.  Due to the positive M&A climate, engaged an investment banker; built investment model, data room and road show materials. Actively shopped company.  Upgraded ERP systems and streamlined p pg y processes. RESULTS  Improved business model by integrating and streamlining European and Caribbean plant operations.  Significantly improved Contribution & EBITDA margins.  Facilitated sale of company for $270+ million, 18x EBITDA representing 38% premium for shareholders. jroliverus@yahoo.com – 770.605.2325 © Copyright 2003, United Parcel Service of America, Inc. All rights reserved Confidential & Proprietary 1515
  • 16. CASE STUDY – Turnaround & Recapitalization of a Multi-million Dollar Manufacturer and Distributor of Specialty Consumer Products SITUATION  Poorly managed business that was about to be de-listed from the NASDAQ.  O Operation was bl t d with i ti bloated ith inventory, h d major product quality and very acute cash problems. t had j d t lit d t h bl  Engaged as CFO/COO to lead restructuring, turnaround, and recapitalization of the entity. APPROACH  Stabilized and eliminated major negative cash losses through a cash flow assessment and implementation of a corrective plan.  Diagnosed cash flows & competitive benchmarks, launched a comprehensive budgeting program to set business goals.  Spearheaded inventory management, collections, supplier, quality and customer service initiatives to enhance cash flows.  Implemented six sigma initiatives: off-shored program management, strategic sourcing, and quality functions.  Developed & presented restructuring plan to board, bank, NASDAQ compliance group, & major investors.  Completed S-3 filing – obtained approval from SEC to recapitalize the company through a warrant offering.  Negotiated a new ABL credit facility to reduced fees and increase credit capacity.  Partnered with the sales team to reduce overall SKUs and launch higher margin product offerings. RESULTS  Company achieved record sales and its first profit in 5 years.  Raised several million in the capital markets through the recapitalization/warrant offering.  Turned cash flows from operations positive and improved EBITDA margins  Increased ABL capacity under more favorable terms..  Improved product quality and customer service. jroliverus@yahoo.com – 770.605.2325 © Copyright 2003, United Parcel Service of America, Inc. All rights reserved Confidential & Proprietary 1616
  • 17. MANAGEMENT Interim Management and Management Assistance CAPABLE OF IMPACTING A BUSINESS IN BOTH ADVISORY ROLE AND AS INTERIM OFFICER DIFFERENTIATED CAPABILITIES – RELEVANT EMPLOYMENT AND CONSULTING EXPERIENCE  Proven track records  Experienced at management assessment and building management teams  Experts at execution of critical agendas COACHING/ADVISORY  Skill building with existing management  Advising and coaching of existing managers jroliverus@yahoo.com – 770.605.2325 © Copyright 2003, United Parcel Service of America, Inc. All rights reserved Confidential & Proprietary 1717
  • 18. DUE DILIGENCE Execution Focus SCOPE OF SERVICES – PRIORITIZE & FOCUS  Quick “Smell Test”  Quick review of the business, management, operating information, financial information and financial controls  In-Depth review of:  All aspects of the profit paradigm and critical aspects of the operating and financial functions DIFFERENTIATED CAPABILITIES – EXPERIENCE IS HARD TO FOOL  Depth of the analysis derived from:  Spending more time in the details  Drilling down into the organization – Penetrating the “spin" proffered by senior executives jroliverus@yahoo.com – 770.605.2325 © Copyright 2003, United Parcel Service of America, Inc. All rights reserved Confidential & Proprietary 1818
  • 19. Due Diligence Process TEST THE PROFIT PARADIGM – “ DOES THIS DOG HUNT, AND WHY?” “…DOES HUNT  Sustainable competitive advantage and key drivers of success  Defined, resourced and executed ASSESS THE ABILITY OF MANAGEMENT TO EXECUTE  Culture  Information  Processes  People Be prepared to manage the Company – People, Process and Information ready Before the Closingl jroliverus@yahoo.com – 770.605.2325 © Copyright 2003, United Parcel Service of America, Inc. All rights reserved Confidential & Proprietary 1919
  • 20. POST ACQUISITION PERFORMANCE IMPROVEMENT SERVICES “Uniquely positioned to provide services throughout the investment lifecycle.” SCOPE OF SERVICES  Supply Chain & Operations Optimization  Post Merger Integration  Interim Management  Turnaround Management  Financial Advisory y  Performance Improvement Management DIFFERENTIATED CAPABILITIES  Proven track record  Experts at execution of critical agendas jroliverus@yahoo.com – 770.605.2325 © Copyright 2003, United Parcel Service of America, Inc. All rights reserved Confidential & Proprietary 2020
  • 21. Sample: Post Acquisition Performance Improvement Process ”Active Hands On Management of Portfolio Companies Ensures Success and High IRR” jroliverus@yahoo.com – 770.605.2325 © Copyright 2003, United Parcel Service of America, Inc. All rights reserved Confidential & Proprietary 2121
  • 22. OFFSHORE SOURCING Planning and Management of Offshore Strategies DESIGN, EXECUTE AND CONTROL  Effective strategies and positive economics  Supply chain management  Global logistics/distribution center management  Offshore management A Appropriate geographies i t hi DIFFERENTIATED CAPABILITIES  Substantial domestic and international operating experience  Experience in all aspects of the strategy and management of offshore sourcing jroliverus@yahoo.com – 770.605.2325 © Copyright 2003, United Parcel Service of America, Inc. All rights reserved Confidential & Proprietary 2222
  • 23. RESTRUCTURING / REFINANCING NO FINANCIAL SOLUTION TO OPERATING PROBLEMS BUSINESS RECOVERY PLAN – IMPROVING OPERATING RESULTS  Expands financial and financing options  Increases probability of successful execution of every option  F ilit t speed of successful execution Facilitates d f f l ti TRACK RECORD WITH REFINANCING SOURCES RESTRUCTURING/NEGOTIATING SKILL jroliverus@yahoo.com – 770.605.2325 © Copyright 2003, United Parcel Service of America, Inc. All rights reserved Confidential & Proprietary 2323
  • 24. Sample: Bankruptcy Process  Of the companies that file for Chapter 11 bankruptcy, only 1 in 10 survives.  Attorneys are typically the only ones that do well in the process.  Chapter 11 is seldom the best choice for your company.  Our team has the knowledge and expertise to fix your company, and avoid Chapter 11. jroliverus@yahoo.com – 770.605.2325 © Copyright 2003, United Parcel Service of America, Inc. All rights reserved Confidential & Proprietary 2424
  • 25. Business Recovery Plan Our Consultants work together with management team to develop the Business Recovery Plan. This Plan is a thorough analysis of a company's operating and financial performance, and is the basis for our initiatives. The Business Recovery Plan’s objectives are to correct any existing operational inefficiencies; to identify new opportunities for growth, and to stabilize the balance sheet. By following this process, a client company can buy much-needed time to implement the New St t N Strategy. The Plan includes: Th Pl i l d  A operational review  Management evaluation  Analysis of cash-flow forecasts and profit goals  Asset-management recommendations  A financial restructuring strategy To implement The Business Recovery Plan, the Cranfield executive, or team of executives, becomes interim executive at the troubled company. In the new strategy, our executives allocate the resources & management skills, to the area yield the greatest benefit. b fit jroliverus@yahoo.com – 770.605.2325 © Copyright 2003, United Parcel Service of America, Inc. All rights reserved Confidential & Proprietary 2525
  • 26. John R. Oliver CPA – MBA – Six Sigma FINANCIAL & OPERATING SOLUTIONS John has held Chief Financial Officer and General Management Positions in Fortune 500 Corporations, the Big-4, and Middle Market Companies. He has broad experience in managing startups – difficult operating & financial environments in the United States and Europe. AREAS OF EXPERTISE Interim Management g  Profit Improvement p Financial Advisory y Cash Management/Lender Support g pp Acquisition & Merger Support  Manufacturing & Distribution SEC Reporting & Compliance Startup Management Business Plan Development Optimization Strategic Planning Crisis & Turnaround Management PPM Development  Budgeting & Forecasting Investor Relations Refinancing, equity and debt financing  Management of day to day operations including accounting, financial reporting, manufacturing & distribution operations, budgeting and planning, tax, treasury, and asset & risk management.  Supervision of the preparation review and analysis of all financial reports for management lenders and financial partners including profit and loss statements cash flow statements preparation, management, statements, statements, and asset valuations.  Strategic planning for company operating areas, including complex analysis, tax structuring and compliance.  Due diligence for proposed transactions, including acquisitions, dispositions and financing; and arranging, negotiating, and managing closing.  Development and implementation of business plans, forecasts and budgets.  Private placement memorandum development, SEC Form D filing and capital raising support. Ensuring that organizations are appropriately capitalized and that business activities create maximum value for its investors  Preparation of SEC Reports (10Q, 10K, 8K, 14A, S3…), including registration filings. Experience with initial public offerings; and with resolving compliance disputes, investigations and de-listings.  Investor relations, including developing institutional stockholder, investment banker and research analyst relationships and presenting at investor conferences. John has served as Corporate Secretary for three companies. PROFESSIONAL PROFILE  SkyCaddie – Chief Financial Officer y  Microtek Medical (NASDAQ) – SVP/Corporate Controller  Action Products International (NASDAQ) – Chief Financial Officer  United Parcel Service (NYSE) – Director/Principal  Ernst & Young LLP – Senior Manager  The Brinks Corporation (NYSE) – Group Controller PROFESSIONAL CREDENTIALS  University of Southern California – The Marshall School of Business, Master of Business Administration  Connecticut State University – Bachelor of Science, Accounting  CPA-Certified Public Accountant – California (Active Status) jroliverus@yahoo.com – 770.605.2325 © Copyright 2003, United Parcel Service of America, Inc. All rights reserved Confidential & Proprietary 2626
  • 27. CONSULTING CREDENTIALS Creative and Valuable Operating and Financial Solutions for Clients Since 2005, The Cranfield Group has been providing a unique blend of financial and operating executive talent with a proven track record of effectively managing businesses through developing situations, fulfilling expectations of management, investors, lenders and boards of directors across a broad spectrum of industries. p f g , , f p f Our Consultants average nearly 20 years of senior management experience. Their industry knowledge, finance and operations expertise, and team building skills are the keys to success. They have held senior positions in major Corporations and the Big-4. They have significant experience in managing difficult operating and financial environments globally. g y Our consultant’s resumes include: Brinks, UPS, Ernst & Young, Apple, GE, Hewlett Packard, Hasbro, Sprint, Bestbuy, Amazon, Apple, Madison Dearborn Partners, Pittston, BAX Global, and SkyGolf. We target companies with revenues above $10 million. Our Consultants have worked in various industries and sectors, including: Agribusiness Logistics/Transportation Business Services Healthcare Computer Hardware/Software Manufacturing Consumer Products Mining/Chemical Entertainment/Leisure Telecommunications The Cranfield Group has a well established network of senior executives who bring a significant breadth of experience to our clients. To form a project team, we bring together individuals with the best industry / functional expertise and leadership to ensure our clients receive superior service service. jroliverus@yahoo.com – 770.605.2325 © Copyright 2003, United Parcel Service of America, Inc. All rights reserved Confidential & Proprietary 2727
  • 28. SELECTED TRANSACTIONS Consultant’s Middle Market Experience Manufacturer and Distributor Security Alarm Systems Waste Management of Computer Accessories $150,000,000 $15,000,000 $250,000,000 Revenue Business Revenue Business Revenue Business Foreign Sourcing and Global National Provider of Security Owner/Operator of Distribution of Laptop Alarm Installation & Service Waste Disposal site Accessories Medical D i M di l Device Direct-to-Consumer Di tt C Third Party Manufacturer and Distributor Toy & Baby Product Retailer Fulfillment Business $180,000,000 $150,000,000 $500,000,000 Revenue Business Revenue Business Revenue Business Foreign Manufacturing and Global Online Retailer of Toys and Toys, National Fulfillment Services Distribution of Surgical Drapes & Baby Apparel & Accessories for eCommerce & Catalog Retailers Infection Control Solutions Consumer Electronics Home Accessory Specialty Toy Manufacturer and Distributor Manufacturer and Distributor Manufacturer and Distributor $100,000,000 $85,000,000 $12,000,000 Revenue Business Revenue Business Revenue Business Foreign Manufacturing and Global Foreign Manufacturing and Global Foreign Sourcing and Domestic Distribution of a Electronic Distribution of Picture Distribution of Educational Toys y Sporting G d D i S ti Goods Device Frames & Accessories F A i jroliverus@yahoo.com – 770.605.2325 © Copyright 2003, United Parcel Service of America, Inc. All rights reserved Confidential & Proprietary 2828
  • 29. SELECTED TRANSACTIONS Consultant’s Middle Market Experience Medical Device Manufacturer and Distributor Farmers Cooperative Medical Supply Distributor $12,000,000 $40,000,000 $85,000,000 Revenue Business Revenue Business Revenue Business French Based Manufacturer and Regional Cooperative Domestic Distributor of Distributor of Gastric Bands & of Dairy Farmers Medical Supplies to Physicians Innovative Surgical Solutions Telecommunications T l i ti Equipment Distributor Publisher Textile Manufacturer $430,000,000 $350,000,000 $190,000,000 Revenue Business Revenue Business Revenue Business National Distributor of Global Publisher of Encyclopedias Domestic Manufacturing Telco Equipment & Custom and Children's Books of Bedding Productions Order-to-Configure Solutions Medical Device Manufacturer and Distributor Ocean Freight Forwarder g Manufacturer and Distributor of Door Locks $300,000,000 $20,000,000 $18,000,000 Revenue Business Revenue Business Revenue Business Ocean Cargo Forwarder & Provider Domestic Manufacturing and Domestic Manufacturing and of Break-Bulk & Warehouse Services Distribution of Surgical Drapes g p Distribution of Specialty Door Locks p y jroliverus@yahoo.com – 770.605.2325 © Copyright 2003, United Parcel Service of America, Inc. All rights reserved Confidential & Proprietary 2929
  • 30. SELECTED TRANSACTIONS Consultant’s Middle Market Experience Consumer Electronics Security Alarm Systems Specialty Jeans Manufacturer and Distributor Manufacturer $45,000,000 $42,000,000 Revenue Business $28,000,000 , , Revenue Business Revenue Business Foreign Sourcing and Regional Provider of Security Distribution of Television and Alarm Installation & Service Foreign Sourcing and Domestic Other Consumer Electronics Distribution of Specialty Jeans Third P t Thi d Party Manufacturer of Miami Based Air Carrier Fulfillment Business Specialty Chocolates $95,000,000 $36,000,000 $10,000,000 Revenue Business Revenue Business Revenue Business South American Dutch Based 3rd Party Manufacture and Air Cargo Transport Logistics Company Fulfillment Retail & Direct Distribution of Candy Services & European Distribution Specialty Watch Ocean Third Party Logistics Manufacturer and Distributor Freight Forwarder $160,000,000 $18,000,000 $180,000,000 Revenue Business Revenue Business Revenue Business Specialized Service Parts Logistics Foreign Sourcing and Domestic Asia & North American and order configuration for Distribution of Watches Freight Forwarding g g Domestic High Tech companies g p jroliverus@yahoo.com – 770.605.2325 © Copyright 2003, United Parcel Service of America, Inc. All rights reserved Confidential & Proprietary 3030