201723 msg 506c presentation-final
TRANSCRIPT
A family of premier companies that provide dedicated mission critical support around the world
Winter 2017
Investor Presentation
Safe Harbor & Forward Looking Statements
This Confidential Investment Presentation (“Investment Presentation”) contains certain forward-looking statements relating to the investment objectives, strategy, and approach of MissionSolutions Group, Inc. (“MSG”), including, but not limited to, the manner by which an investment opportunity in MSG may be structured, developed or managed. Forward looking statementsgenerally can be identified by the use of forward-looking words or phrases such as “believe,” “expect,” “anticipate,” “may,” “could,” “intend,” “intent,” “belief,” “estimate,” “project,” “plan,”“likely,” “will,” “should” or similar words or phrases. Forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially fromthe results and outcomes discussed in or anticipated by the forward-looking statements. MSG may not be successful in executing and implementing their investment strategies and reachingtheir investment objectives. Prospective investors are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this InvestmentPresentation. Prospective investors should carefully review and consider the risks and uncertainties.
This Investment Presentation contains information that is confidential and proprietary to MSG and is intended solely for the party to whom it has been distributed. Any reproduction,distribution or dissemination of this Investment Presentation or the information included herein is expressly prohibited. Without limiting the generality of the foregoing, this InvestmentPresentation and the information contained herein is expressly subject to the terms of any confidentiality or nondisclosure agreement between the recipient and MSG.
This Investment Presentation is being made available only to recipients who MSG believes are “accredited investors”, as that term is defined in Rule 501(a) of the Securities Act of 1933, asamended. Neither the U.S. Securities and Exchange Commission nor any foreign or state securities regulators have approved this Investment Presentation and any statement to the contraryis a criminal offense.
This Investment Presentation is provided for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any security. Any such offering will bemade only by means of a formal Subscription Agreement. This Investment Presentation does not purport to be complete and is for discussion purposes only. If and when an investmentopportunity is offered to you, you must carefully read the Subscription Agreement and Risk Factors . All information provided in this Investment Presentation is qualified in its entirety by theterms of the Subscription Agreement, Risk Factors and operating Agreement.
SAFE HARBOR STATEMENT: This Investment Presentation contains certain forward-looking statements and management may make additional forward-looking statements in response toyour questions. Such written and oral disclosures are made pursuant to the Safe Harbor provision of the Private Securities Ligation Reform Act of 1995. Although we believe ourexpectations expressed in such forward looking statements are reasonable, we cannot assure you that they will be realized. Investors are cautioned that such forward-looking statementsinvolve risks and uncertainties that could cause actual results to differ materially from anticipated results. Investing in our securities involves a high degree of risk. Our company is at anearly stage of its development and our securities may only be appropriate for long-term investment. You should purchase our securities only if you can afford to lose your entire investment.The forward-looking statements contained in this presentation are made only as of today, and Mission Solutions Group, Inc. is under no obligation to revise or update these forward-lookingstatements.
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Mission Solutions Group supports the U.S. with technologythat enables America’s warfighters to maintainpreeminence around the world.
We are looking for investors to help us continue to do wellby doing good by equipping our warfighters with the bestpossible tools to defend our nation and our way of life.
Mission Statement
Mission Solutions Group Snapshot
Mission Solutions Group (MSG) provides criticalinfrastructure and services to the U.S. Government
Profitable & looking to expand
Focused on 2 defense verticals with large &growing markets
Participates on two $20B GWACs contracts
2016 was solidly profitable in a transition year
Defense contractors are entering a period ofconsolidation as the acquisition environment shiftsfrom emergent to deliberate
MSG Leadership team has over 15 decades ofexperience in managing acquisitions
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Mission Solutions Group, Inc.
Headquarters: Charleston, SC
Founded: 2015
Transaction Size: Up to $5,000,000
Entity: Delaware C Corp
2016A Rev / EBITDA*: $ 29.7M / 1.1M
2017E Rev / EBITDA:** $ 52.1M / 2M
* 2016 full year Pro Forma as acquired – Including all 4 Acquisition Targets
• Revenue: $50.2M
• EBITDA: $4M
2017 full year Pro Forma as acquired – Including all 4 Acquisition Targets
• Revenue: $74.5M
• EBITDA: $5M
** Assumes 3 small acquisitions made with existing funds and leverage
About Mission Solutions Group
Operate, and grow defense sector operations in 2principle verticals - C4I & Sustainment
Vision for C4I is to build a $100M business providingfull spectrum of C4I and Cyber Operations capabilitiesto Government and Commercial customers
Vision for Sustainment is to build a $20M recurringbase from which we grow capability and marketaccess
Executive leadership team
Combined 150 years of professional experienceserving in and supporting the DoD
Collective success growing and capturing in excess of$6 Billion in sales in the last 10 years
Specific in-depth expertise in DoD requirementsmanagement processes and players
Subject Matter Experts in both deliberate andemergent acquisition processes
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Mission Solutions Group Holdings
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100% Owned
49% Owned
Profitable with Improving Revenue & Earnings
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$21 $24 $29
$50
$75
$100
$120
$0.3 $0.5 $1.1 $4.0 $5.0 $7.4 $11.7
$-
$20
$40
$60
$80
$100
$120
$140
2014 2015 2016 2016E 2017E 2018E 2019E
Revenue EBITDA
Investors are cautioned that such forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from anticipated results
2016 EBITDA includes startup/transition costs for Sidecar and investments for Marshall. Projections include contributions of 2 acquisition in Cyber in 1Q17, 1 acquisition in SATCOM, & 1 in Sustainment in 1Q17. Includes 100% of Sidecar revenue.
Historical Pro Forma As Acquired
MSG’S founders came together working on the MRAP program (E.g. the Buffalo andCougar), a $40 Billion emergent program
Collectively the team has captured over $6 Billion in contracts just in the last 10 years
The team has managed multi-billion dollar programs throughout all of their careers (E.g. M16 rifle, M1 Abrams Tank, M109 Howitzer, Special Operations programs, Deployed Operations, Satellite Systems,
Expeditionary Fighting Vehicle, and rotary wing aircraft).
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MSG knows major DOD Contracts
Customers
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Customers of MSG Subsidiaries Marshall Communications & Sidecar Enterprises
Focused on 2 Large Verticals
Vertical: Command, Control, Communication, Computers and Intelligence (C4I) & Cyber-Operations
Marshall Communications Company
Acquired December 2015
Broadband internet protocol (IP) satellite communications products and services to the Federalinformation technology (IT) market
Cyber security through threat detection and defense
Vertical: Sustainment
Sidecar Enterprises (SDVOSB)
Formed February 2015
Supply and management of Low-Threshold Spare Parts (LTSP) for large defense contractors
Maintenance and repair operations (MRO)
Modernization and upgrade of Major End Items (MEI)
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2016 Defense Sustainment Budget
Active Forces: $174B
Air Force: $48.2 BillionArmy: $44.5 Billion
Navy: $42 BillionDefense wide: $32 BillionMarine Corps: $6.2 Billion
Operations & maintenance funds for:• spare parts• maintenance procedures• equipment reset• selected modernization/upgrade
2016 Federal IT Budget
MSG focuses on full spectrum of C4I & heavily on Army and Marine Corps in SustainmentSources: http://www.nextgov.com/cio-briefing/2015/02/federal-it-budget-things-may-finally-be-looking/105123/ February 11, 2015.
Operations & Maintenance budget of DOD Budget 2016, Office of Undersecretary of Defense, Comptroller
Addressable Government Market
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Federal IT
$85B
Multi Agency
Contracts$61.5B
DOD IT$37.3B
GWACs$6.3B
MSG Contract Vehicles
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Marshall Contracts Sidecar Contracts
2 GWACs ($40 Billion Ceilings)
Government Wide Acquisition Contracts (GWACs)
Multiple award Indefinite Delivery/Indefinite Quantity (IDIQ) contracts
Existing contracts any agency of the Federal Government (not just DOD) can use tosource their IT products and services
Ability to speed time to order by posting new items to the contract schedule
Field Service Representatives (FSR) Contract
Places FSRs in country to operate and maintain satellite ground stations
Cost plus fixed fee task order contract with the Navy
Afghanistan, Iraq and Africa
2 IDIQ contracts
Specialized satellite equipment installation and support
Commercial off the shelf hardware sales and services
Royalty based contracts with original equipment manufacturers (OEM)
Manage and deliver spare parts inventory and logistics
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From 2002-2011 DOD relied heavily on emergent requirements
Many contractors have limited experience outside of emergent environment
MSG management has over 150 years of experience managing acquisitions in both the deliberate andemergent environments
MSG is a subject matter expert in both sides of the DOD process
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Changing Mix of Defense Requirements
Deliberate Requirements(Pre-2001) and (2012 – Present)
Emergent Requirements(2002-2011)
Immediately acquire needed products and services
Requirements are generated by warfighting commanders and immediately available solutions are sought
Lead times are extremely compressed (as fast as possible)
Methodical development process
Requirements are determined and validated, prototypes and proofs of concept, alternatives are considered, and then solutions are procured
Lead times are frequently longer than in emergent situations
Damon Walsh – CEO
Retired US Army Officer with over thirty-five years of combined military and defense industry experience. 25 years in the Army, Infantry and Special Forces officer at multiplelevels of command and staff.
A Level III Certified Acquisition Professional, Master’s degree from the US Naval Postgraduate School, a graduate of the Army Command & General Staff College. AdvancedExecutive Program at Kellogg Graduate School of Management as well as executive education programs at The Harvard Business School
Kevin Ferraro – COO
Established defense industry leader and executive level engineering leader with over 20 years of product development, technology implementation, and operations experience.Focused on organizational development, advanced product development, strategy development and implementation, program management, proposal development and capturestrategies.
B.S.E. in Mechanical Engineering (magna cum laude) from the University of Michigan. Several executive and technical courses specializing in survivability design, blast physics, andadvanced materials management
Mike Boswell – CFO
Experienced CFO, advising on corporate finance, corporate structure, corporate governance, mergers and acquisitions, and compliance. 8 years as a senior analyst and seniorengineer for various branches of the United States Government.
M.B.A. from Johns Hopkins University and a B.S. degree in Mechanical Engineering from University of Maryland. He holds the Series 24, 62, 63, 79, 82 and 99 licenses.
Michael McCormack – President, MCC
Retired US Army Officer with over thirty years of experience in the military and in the defense industry. Holder of multiple patents related to survivability technology. Served inevery level of command from Battery to Regimental Commander culminating as the Commander of the Massachusetts Army National Guard.
Graduate of the U.S. Military Academy at West Point with a BS in Engineering. MA in Public Administration from Suffolk University as well as a Master’s Degree in National Securityfrom the National Defense University.
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Experienced Management
The Whole is Greater than the Sum of the Parts
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• Broader systems expertise
• Solutions focus
• Increased systems capability
• Diversified revenue
• Self priming opportunity cycle
• Diverse intelligence gathering
• Varied growth channels
• Support expertise
• Sustainment focus
• Service based sales
• Defined growth channel
+• Technical expertise
• Development focus
• Product based sales
• Defined growth channel
PRODUCTS
SERVICES
• Service Demand• Spare Parts• Reset / Upgrade
• Solutions Demand
• Adjacencies• Upgrade
Intelligence
Opportunity Cycle
=
Services
Products
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Experienced Veterans
MSG’s Veterans have over 175 years of uniformed service
CEO Damon Walsh on the Republican Palace in Baghdad in 2003
Marshall Communications
Expertise in systems integration and product support forsecure streaming video solutions, satellite-basedcommunications, & streaming video multicasttechnologies
Applications: UAV (Unmanned Aerial Vehicle) Video Dissemination for
U.S. Central Command (CENTCOM) Distance Learning, Telemedicine, Video Conferencing,
Secure Content Delivery, Digital Signage VoIP VSAT Networks, Disaster Recovery, Live News
Design and implementation of end-to-end solutions Commercial Off the Shelf (COTS) total system solutions Field Service Representatives (FSR) to provide global
support
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C4I – SATCOM Equipment & Services
Ownership: Wholly owned
Headquarters Ashburn, VA
Founded: 1991 Acquired: Dec 2015
2015A
Revenue: $24M EBITDA: $413k
2016A
Revenue: $29M EBITDA: $1.1M
$24M in 2015 Revenue
$14.9M YTD 1H16, ahead of plan
In 2015 MCC began participating in two 10 year $20B GWACs
SEWP V
CIO-CS
Growing to ~$30M in 2016
Secure current SATCOM base in DOD SatelliteCommunication market: USAF, SOCOM, CENTCOM & DISA
Expand ground hardware sales
Hire more FSRs
Expand SATCOM base
Design/Develop/Sell pico-satellite network
License/Acquire new technology to sell via GWACs
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Marshall: Positioned for Growth
Revenue Growth Margin Improvement
Adapt bid process to place greater emphasis on higher margin IT& SATCOM work
Increasing margin on GWACs
Obtain volume discounts
Add unique items to the schedule
Win work with overhead cost allocations
Implement Phase II of integration plan
Reduction of COGS by leveraging automated EnterpriseResource Planning (ERP) software
Relocate ops to low cost Charleston
Marshall integrates and prepares satelliteground stations for global deployment
Marshall’s personnel install, maintain, andsupport the equipment Overseas and in theUnited States
SATCOM Ground Stations
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FSR Expansion
Field Service Representatives (FSR)provide global support an training forSATCOM ground stations
Currently in Afghanistan , Iraq, Africa
Expansion targets
Pacific
Latin America
Africa
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Supply and management of Low-Threshold SpareParts (LTSP) for large defense contractors
0 to over $1M in revenue in under 6 months
Customers include DOD and Federal agencies
Potential expansion into international customers
Partner with large defense contractors under the USDOD Small Business “Mentor-Protégé” program
Principals are certified disabled veterans as a resultof injuries sustained while on active duty with theU.S. Army
Sidecar Enterprises
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SDVOSB in Sustainment & Logistics
Ownership: 49% owned
Headquarters: Charleston, SC
Founded: 2015
2016A*
Revenue: $676k EBITDA: ($40k)
2017E*
Revenue: $5.1M EBITDA: $425k
1H16Startup
3Q16Training
4Q1625% Parts Transfer
1Q1775% Parts Transfer
2Q17100% Parts
Transfer
* Reflects 100% of SEI
Ground vehicle spare parts
Drive train assemblies
Engines
Transparent armor assemblies
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Sidecar Parts
Sidecar: Operations Ramp
Phased 9 month transition of OEM parts andDefense Logistics Agency(DLA) orders to SEI
Training phase
Sign exclusivity with Tier 2 suppliers to OEMs
Source designation for DOD LTSP part numberstransfers from Defense contractor to SEI
SEI serves as customer interface
Utilize OEM personnel/facilities to max extentpossible
SEI pays OEM a royalty
23MSG Private Information
Fleet usage creates demand
MSG Timeline
DEC 2015
• Acquired Marshall Communications Corp via a fully leveraged acquisition
FEB 2016
• Initiated SEI (SDVOSB) sustainment operations with large Defense OEM parts
APR 2016
• Initiated strategy to create a consortium focused on enterprise C4I/Cyber Security
June 2016
• Close of $500,000 term loan
July 2016
• Refinance MCC with receivables factor
Dec 2016
• $2M non-dilutive debt financing
• Launch Crowd Offering
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Acquisition Criteria &Targets
Smaller acquisitions possible with currently available funds
Target 1: IT Security: LOI in place-definitive documents in progress (SecureInformation Assurance & Engineering)
Priced 2.2x 2016 EBITDA
Seller financing and performance based earn-out
Target 2: Software Development: Submitted LOI (Agile code development forGovernment)
No upfront cash
Performance based earnout
Target 3: Clean diesel products distributor: Definitive documents in progress(Diesel exhaust fluid manufacture)
Stock and assumed liabilities
Larger acquisition that requires new capital
Target 4: Satellite Communications: Submitted LOI (Satellite and Radarmaintenance and repair)
Priced 3-4x 2016 EBITDA
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Growth Acquisition Criteria
Does it add technical capability to MSG?
Is there a Requirement, Solution, and Funding?
Will it expand our existing business across new programs or departments?
Does it add vertical integration?
What is the market forecast?
Is the valuation attractive and can we buy it right?
- Limit upfront cash
- Sellers’ notes
- Compensation on future earnings
Use of Proceeds
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Up to $5,000,000 Equity Capital Raise
Marshall expansion: new hires, relocation, planning software $1,500,000 30%Expand Marshall workforce and add FSRsDevelop joint facilities in CharlestonExpand B2C and B2B use of GWACs and teaming relationships Implement ERP Upgrade
SEI expansion: workforce, software, equipment 500,000 10%Cyber security acquisitions 425,000 10%Sustainment acquisitions 1,575,000 30%Corporate overhead and working capital 600,000 12%Offering expenses* 400,000 8%
These are based on management’s current estimate and subject to change as a result of ongoing due diligence activity
Additional funds will be used from MSG’s lender
*Placement agent fees that may be paid if a placement agent is engaged
Projections – Pro Forma with Targets
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Investors are cautioned that such forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from anticipated results
These projections incorporate increased Gross Margin each year through: reduction of COGS; increase in FSR work; greater emphasison higher margin work both in IT and legacy SATCOM work; and increasing margin on GWACS captured work.
Projections incorporate 10-15% of revenue being driven by reliance on Small Business set aside, mostly from Sidecar
2016 EBITDA includes startup/transition costs for Sidecar and investments for Marshall. Projections include contributions of 2 acquisitions in 1Q17 in Cyber, 1 in SATCOM, & 1 in Sustainment in 1Q17. Includes 100% of Sidecar revenue.
MSG Combined Income Statement
2016A 2017E 2018E 2019E 2020E
Revenue 29,696,110$ 74,553,076$ 100,242,910$ 119,976,842$ 135,793,587$
COGS 25,160,527$ 61,464,762$ 82,267,912$ 95,559,177$ 106,710,962$
Gross Profit 4,535,583$ 13,088,314$ 17,974,997$ 24,417,665$ 29,082,625$
% Margin 15.3% 17.6% 17.9% 20.4% 21.4%
Indirect
Expenses3,742,277$ 8,978,498$ 11,496,686$ 13,633,926$ 14,589,344$
EBIT 793,306$ 4,109,815$ 6,478,311$ 10,783,738$ 14,493,281$
Taxes (38%) 301,456$ 1,561,730$ 2,461,758$ 4,097,821$ 5,507,447$
Net Income 491,850$ 2,548,086$ 4,016,553$ 6,685,918$ 8,985,834$
% 2% 3% 4% 6% 7%
EBITDA 1,117,007$ 5,028,909$ 7,390,179$ 11,688,109$ 15,389,874$
% Margin 4% 7% 7% 10% 11%
Offering Terms
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$5,000,000 Equity Capital Raise
Offer: $5m for 15% of MSGPlus: Warrants 4% of MSG
Units: 4 shares common stock1 warrant to buy 1 share @$3.75
Price: $10 per unit ($2.50 per share)
Closing Date: Rolling close
Minimum amount: 500 units
Units available: 500,000
Pre Money Valuation: $25M
Shares outstanding: 10M issued
Option Plan: 1M authorized shares – 425,000 issued
Warrants outstanding: 91,658 @ $2.50
Does not include 200,000 shares of common stock to be issued for Target 1
Investment Summary
Top quality management team with over 15 decades of experience in governmentacquisitions and procurement (emergent and deliberate)
Stable base of operations with defined organic growth plan:
Multi-year GWACs contracts and valuable service contracts
Support of large defense contractors in spare parts and maintenance
Veteran status for favorable contract award dynamics
Consolidation underway in Defense due to shift from high reliance on emergent buyingpractices to normal mix of emergent and deliberate practices
Targeted focus in the high growth verticals of C4I and Sustainment
New leverage in place to fund expansion
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Contact
Damon Walsh
Mission Solutions Group, Inc.
Phone: (843) 860-9074
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Gavin McCulley
Mission Solutions Group, Inc.
Phone: (843) 614-1709
Experienced Management
Damon Walsh – CEO
Retired US Army Officer (Lt. Colonel) with over thirty-five years of combined military and defense industry experience with both large and smallcorporations. 25 years in the Army, Infantry and Special Forces officer at multiple levels of command and staff. Entering the Army Acquisition Corpsas a field grade officer.
TACOM-ACALA at Rock Island Arsenal; DCMC-Haiti; Headquarters US Special Operations Command; DCMA Iraq; and commanding officer of the LimaArmy Tank Plant/DCMA-GDLS. Veteran of Operation Desert Shield/Desert Storm, Operation Provide Comfort, Operation Uphold Democracy in Haiti,and Operation Iraqi Freedom.
Force Protection Industries - Vice President of Program Management, and Executive Vice President of Customer Operations
Grew annual revenues from $50 Million in 2005 to $1.3 Billion in 2007
Jet-Hot High Performance Coatings - President
Thermal and friction coatings in the automotive and engine building industry. Led growth in annual revenue from $3 Million to $10 Million
Synexxus, Inc. - President
Defense contractor specializing in software and electrical engineering services. Doubled the company’s revenue stream and achieved CMMI Level IIICertification.
A Level III Certified Acquisition Professional, Master’s degree from the US Naval Postgraduate School, a graduate of the Army Command & GeneralStaff College. Advanced Executive Program at Kellogg Graduate School of Management as well as executive education programs in finance andnegotiation at The Harvard Business School.
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Experienced Management
Mike Boswell – CFO & Director
TriPoint Global Equities - Co-Founder, President, Chief Operating Officer and Chief Compliance Officer
FINRA member and leading boutique full service investment bank that provides companies with capital raising and corporate and strategic advisoryservices.
TriPoint Capital Advisors, LLC - Managing Director
Merchant banking and financial consulting company providing high-level financial services to start-up businesses and small to mid-sized companies,Roles include executive and CFO positions with client companies. Experience advising on corporate finance, corporate structure, corporategovernance, mergers and acquisitions, SOX 404 compliance, implications of various SEC rules and FASB Emerging Issues Task Force issues as theyrelate to private placements, SEC reporting and disclosure requirements and employee option programs.
Fitness EFX, LLC & General Technologies Corp – CFO
Privately held fitness and wellness company
Prior experience as CFO of Ocean Smart International and a number of executive positions focusing on business development and managementconsulting. Advised numerous public companies on accounting and valuation issues. 8 years as a senior analyst and senior engineer for variousbranches of the United States Government.
M.B.A. from Johns Hopkins University and a B.S. degree in Mechanical Engineering from University of Maryland. He holds the Series 24, 62, 63, 79, 82and 99 licenses.
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Experienced Management
Kevin Ferraro – COO
Established defense industry leader with over 20 years of product development, technology implementation, and operations experience
Executive level engineering leader with core strengths in leadership, organizational development, advanced product development, strategydevelopment and implementation, program management, proposal development and capture strategies.
Lockheed Martin Missiles and Space - Manufacturing and equipment engineer
Engineering and production of GPS IIR satellite sub-assemblies.
General Dynamics Amphibious Systems (GDAMS) - Design engineer, IPT lead, functional leader, program manager, and then functional director onthe USMC Expeditionary Fighting Vehicle (EFV) program.
Engineering and optimizing the EFV functional architecture as well as leading the GDAMS program, a multi-billion dollar ACAT-I program
Force Protection, Inc. - Vice President-Engineering, Vice President-R&D and Engineering
Lead business development of specialty wheeled vehicles. FPI won an IDIQ contract in the MATV program; won a multi-million dollar vehicleprogram in the UK; and successfully captured over $400M of product development and production efforts both domestically and internationally.
B.S.E. in Mechanical Engineering (magna cum laude) from the University of Michigan. Several executive and technical courses specializing insurvivability design and blast physics as well as advanced materials management
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Experienced Management
Michael McCormack – Executive Vice President
Retired US Army Officer (Colonel) with over thirty years of experience in both the military and the defense industry. Holder of multiple patentsrelated to survivability technology.
22 years in Army and the National Guard, every level of command from Battery to Regimental Commander culminating as the Commander of theentire Massachusetts Army National Guard.
General Dynamics C4 Systems - Program Manager
Managing Army Mobile Subscriber Equipment Program for 12 years.
Foster-Miller/QinetiQ North America – Executive Vice President
Managed a wide range of R&D and production programs with full P&L authority for $500M of operations. Grew from $30M in sales to over $600Min a short time span.
Critical Solutions International –CEO
Mine protected vehicle and sensor platform company. Led the capture of several international sales programs effectively doubling the company’sbacklog. Repositioned the company from strictly vehicle manufacturing to a diversified portfolio of products and services
Mike is a 1984 graduate of the U.S. Military Academy at West Point with a BS in Engineering. In addition he holds an MA in Public Administrationfrom Suffolk University as well as a Master’s Degree in National Security from the National Defense University.
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Experienced Directors
Lou Taubman—General Counsel
Mr. Louis Taubman is the General Counsel of Mission Solutions Group. Lou is also the a partner in the New York office of Hunter Taubman where hispractice concentrates on securities law, corporate finance and corporate governance. Lou represents issuers, broker dealers and investors inconnection with “going public” transactions, private and public finance. He also provides counsel to issuers and institutional investors with regard tothe set up and implementation of public company structures for both domestic and foreign based issuers.
Lou has provided advice with regard to initial public offerings, APOs and RTOs for numerous small to mid cap public issuers with both domestic andoverseas operations. He has provided counsel to such issuers, as well as institutions involved in the finance of such issuers, with regard to both publicand private financing transactions. Lou currently provides advice to various issuers with regard to their continued Securities Exchange Act of 1934reporting requirements, as well as related issues of corporate compliance and governance. He further assists issuers with regard to initial listing onthe Nasdaq, NYSEMarket, OTCQX and other markets and exchanges, as well as ongoing compliance with exchange listing requirements.
Prior to forming Hunter Taubman Weiss, Lou was an attorney in the legal department of Prudential Securities, Inc. He also spent time as an associateand later a partner in several boutique securities law firms in New York and is a founder of several consulting and financial services companiescurrently operating on Wall Street.
Lou is a graduate of Syracuse University and graduated cum laude from New York Law School. He is admitted to the New York State Bar.
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Experienced Directors
Mark Elenowitz – Director
Mr. Mark Elenowitz is the founder and CEO of TriPoint Global Equities and its division BANQ. TriPoint Global Equities, LLC, ("TriPoint"), is a FINRAmember and leading boutique full service investment bank that provides companies with capital raising and corporate and strategic advisory services.BANQ (www.banq.co), a newly launched division, is an electronic investment banking platform that streamlines the matching of accredited investorswith quality growth companies and alternative investment opportunities.
For over 25 years he has worked with numerous public and private companies and integrates a strong, successful entrepreneurial background withextensive financial services and capital markets experience. He has assisted numerous companies in a "soup-to-nuts" process, preparing them for lifeas a public company and advising them on an ongoing basis as to further rounds of financing, strategic acquisitions and a broader investor base via alisting on a higher securities exchange or market. He is an expert in capital markets investigative analysis of trading activity, short selling and marketactivity providing investigative services for Board of Directors, Special Committees and public companies. Mark also serves as an expert witness inFINRA arbitrations and court actions.
Mark is also Managing Director of TriPoint Capital Advisors, LLC, a merchant banking and financial consulting affiliate of TriPoint Global Equities. He isthe recipient of several entrepreneurial awards and has been profiled in BusinessWeek and CNBC, as well as several other publications. He is agraduate of the University of Maryland School of Business and Management with a B.S. in Finance. He holds Series 24, 62, 63, 79, 82 and 99 licenses.
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Experienced Directors
Mike Micucci -- Director
Mike is a retired Marine Corps Colonel with over thirty-one years of both military and industry experience. He has held a variety of operational andDepartment of Defense (DoD) acquisition positions, served as Vice President for Expeditionary Programs at Textron Marine and Land Systems, and iscurrently the owner and CEO of Micucci Solutions Group.
Mike understands all aspects of DoD Acquisitions from early research and development through life cycle sustainment from both the military andindustry perspectives. His broad experience of acquisition billets within the Marine Corps include; Program Manager for the Marine Corps LightArmored Vehicles, Product Group Director for Ground Transportation and Engineer Systems, Military Deputy to PEO Land Systems, Product Managerfor the Combat Tactical Vehicle, and Countermine Project Officer. As a Marine Officer, he served successfully in each element of the Marine AirGround Task Force (MAGTF) to include combat leadership positions as Combat Engineer Company Commander during Operation Desert Storm andCombat Engineer Battalion Commander during Operation Iraqi Freedom.
His expertise resides in Market Intelligence, Program Management Support, Customer Engagement, and Business Development Strategies. Mike isintegrally connected to an extensive network with expertise that spans the diverse range of the DoD acquisitions. Strategically located in the greaterNational Capital Region, Micucci Solutions Group is just south of Marine Corps Base, Quantico, Virginia - home to Marine Corps Systems Command,PEO Land Systems, and Marine Corps Combat Development Command.
Mike is a qualified Department of Defense (DoD) Acquisition Professional and Level III certified in Program Management. He holds a Bachelor ofScience degree in Civil Engineering from Iowa State University, a Masters degree in Public Administration from Western Michigan University and aMasters degree in Resource Management from the Industrial College of the Armed Forces.
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