FEDERAL Govt Contracting - Maximizing The Value of Your GovCon Business

Maximizing the Value of Your GovCon Business

US Federal Government Contracting Webinar Series - 2016 Presented By: Aileen Pisciotta and Dan Doran JUNE 1, 2016

2016 US Federal Government Contracting Webinar Series CALENDAR OF EVENTS: (All Webinars are at 12pm EST & Recorded) JUNE 1 - Maximizing The Value of Your GovCon Business https://attendee.gotowebinar.com/register/74156936435694851

JUNE 2 - Capture Planning - To Bid Or Not To Bid https://attendee.gotowebinar.com/register/7051206926535220483

JUNE 3 - Teaming Agreements - The Good, The Bad & The Enforceable https://attendee.gotowebinar.com/register/7352313683359938307

JUNE 6 - Teaming With Tribally Owned 8(a) Businesses https://attendee.gotowebinar.com/register/4324839202604449539

JUNE 7 - Color Reviews For Successful Proposals https://attendee.gotowebinar.com/register/3973323136181419267

JUNE 8 - Preparing The FSO for a DSS Audit https://attendee.gotowebinar.com/register/423786240906737667

JUNE 9 - Life After 8(a) - Best Practices & Case Study https://attendee.gotowebinar.com/register/6473232146721067779

JUNE 10 - The Politics Of Procurement https://attendee.gotowebinar.com/register/3924758807094447107

JUNE 13 - Contract Administration - Best Practices https://attendee.gotowebinar.com/register/2132047978959217667

JUNE 14 - So You Have A Facility Clearance, Now What? https://attendee.gotowebinar.com/register/9028972158695833091

JUNE 15 - Unsolicited Proposals - Why, What & How. https://attendee.gotowebinar.com/register/4729436391901262849

JUNE 17 - SBIR's - The Good, The Bad & The "How" https://attendee.gotowebinar.com/register/6337198369128857857

2016 US Federal Government Contracting Webinar Series

AGENDA

2016 US Federal Government Contracting Webinar Series AGENDA:

• Introduction – HOST • Introduction - GUEST • Presentation • Conclusions • Q&A

2016 US Federal Government Contracting Webinar Series

INTRODUCTION Host

2016 US Federal Government Contracting Webinar Series

Jennifer Schaus About The Host * Approx 20 Yrs in Gov Contracting * Career: D&B (Govt Division) Federal Sales & GSA Scheds * Frequent Speaker: Chambers, NCMA, AFCEA, etc * Member: WIPG * Education: Towson University – B.A. UC Berkeley - Leadership Accelerator Cornell University - Exec Leadership

2016 US Federal Government Contracting Webinar Series

Jennifer Schaus Jennifer Schaus & Associates * DC Based Consulting Firm * Over 10 Yrs in Business * Support Services for Gov Cons Proposal Writing / Contract Vehicles (GSA) Sales & Biz Dev Certifications – SBA 8(a); SDVO; etc.

Events

2016 US Federal Government Contracting Webinar Series

INTRODUCTION Guests

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2016 US Federal Government Contracting Webinar Series

Dan Doran ABOUT OUR SPEAKER • Valuation expert …. with a background in “real world” M&A • Focused on value acceleration, exit planning •

Frequently published (Crain’s, Virginia Business, American Banker, etc)

•

Education: West Point

2016 US Federal Government Contracting Webinar Series

Aileen Pisciotta ABOUT OUR SPEAKER •

Current: Senior corporate commercial and govcon lawyer; acts as outside general counsel to small business.

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Prior: Large law firm partner, FCC Division Chief, General Counsel to international telecom company.

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Other: Member, AFCEA, Board Member, Telecom Hub

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Education: BA & MA, Univ. of Pennsylvania JD, Georgetown University Law

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2016 US Federal Government Contracting Webinar Series

Dan Doran Quantive Business Valuations, LLC • Specialists: We work exclusively in valuation matters • Valuation work for exit planning, acquisition analysis, stock options (409a), litigation support, estate and gift tax

2016 US Federal Government Contracting Webinar Series

Aileen Pisciotta Executive Counsel, PLC Executive Counsel, PLC is a unique Virginiabased law firm comprised exclusively of senior attorneys who are former in-house counsels and provide high-level outsourced general counsel services from the corporate perspective, without expensive overhead and on an as-needed basis.

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2016 US Federal Government Contracting Webinar Series

PRESENTATION Maximizing the Value of Your GovCon Business.

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2016 US Federal Government Contracting Webinar Series

Maximizing the Value of Your GovCon Business

FINANCIAL CONSIDERATIONS

2016 US Federal Government Contracting Webinar Series

Key Value Drivers •

Earnings

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Risk

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Growth

2016 US Federal Government Contracting Webinar Series

Multiple Method •

Value = EBITDA x Multiple

•

Simplifying… but the “usual” way to value

(Earnings Before Interest Taxes Depreciation & Amortization)

Obvious Take Away: More Earnings = Higher Value

2016 US Federal Government Contracting Webinar Series

Growth •

Companies are priced on past performance…. But purchased for the future

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Higher multiple today really means a “market rate” multiple of future earnings

2016 US Federal Government Contracting Webinar Series

Risk •

Valuation is always a means of pricing risk

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Higher Risk investments demand a higher return on investment

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…. Higher ROI for the purchaser yields a lower purchase price for the seller

2016 US Federal Government Contracting Webinar Series

De-Risking The Company •

Enhance value by eliminating or mitigating risk drivers

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Big areas of concern in GovCon • LPTA (Lowest Price Technically Acceptable) • 8(a) / set aside / small • Thin management • No bid / capture / BD capability • Low margin / low skill work

2016 US Federal Government Contracting Webinar Series There’s No Such Thing as Average

A focus on enhancing growth & de-risking helps move you off “average”

2016 US Federal Government Contracting Webinar Series

Maximizing the Value of Your GovCon Business

LEGAL CONSIDERATIONS

2016 US Federal Government Contracting Webinar Series

Keys to protecting current revenue and future growth prospects through legal infrastructure •

Controlling current legal risk variables • Contracts • Assets • Corporate control

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Anticipating and mitigating future risk • Rules governing change

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2016 US Federal Government Contracting Webinar Series Identity Crisis • Loss of intellectual property, disclosure of

competitively sensitive information, loss of reputation

• Fixes: • ©, ™, and patents (protect and avoid infringement) • Strong NDAs, trade secrets • Non-disparagement clauses

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2016 US Federal Government Contracting Webinar Series House of Cards • Alter ego claims, loss of size class or SBA certification, ostensible subcontractor, fraud/debarment • Fixes: • Corporate formalities • Avoid interlocking directors • Transparent governance • Strict regulatory compliance • Proper employee classification

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2016 US Federal Government Contracting Webinar Series Back Door Break-Ins • Surprise claims, losses, liabilities, costs; lost revenues • Fixes: • Strong contracts (indemnities, damage and warranty exclusions, liability limits) • Effective legal recourse • Adequate insurance • Business continuity plans

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2016 US Federal Government Contracting Webinar Series Bad Break-Ups • Disgruntled personnel, partner fall out, value theft, fuzzy equity, minority claims • Fixes: • Non-solicitation/non-compete • Controlled equity • Preset valuation formula • Clear rules for divorce (buy-sell) • Litigation preparation (documents and privilege)

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2016 US Federal Government Contracting Webinar Series Stumbling Blocks • Transaction impediments • Fixes: • Limited pre-emption rights • Drag along rights • Contract assignment • Corporate culture

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2016 US Federal Government Contracting Webinar Series

CONCLUSIONS

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2016 US Federal Government Contracting Webinar Series

CONCLUSIONS •

FINANCIAL: De-risk and pushing growth yields biggest value enhancement

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LEGAL: Shoring up your legal infrastructure is key to enhancing the value of your company by protecting both current revenue and future growth opportunities.

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2016 US Federal Government Contracting Webinar Series

Q&A

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CONTACT DETAILS Ms. Jennifer L. Schaus

Washington DC +1-202–365–0598 jschaus@jenniferschaus.com www.JenniferSchaus.com ------------------------------

Aileen Pisciotta

Executive Counsel, PLC 202–664–0101 apisciotta@exec-counsel.com www.exec-counsel.com

Dan Doran

Quantive Business Valuations 888–827–1624 dandoran@quantivevaluations.com www.quantivevaluations.com

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2016 US Federal Government Contracting Webinar Series CALENDAR OF EVENTS: (All Webinars are at 12pm EST & Recorded) JUNE 1 - Maximizing The Value of Your GovCon Business https://attendee.gotowebinar.com/register/74156936435694851

JUNE 2 - Capture Planning - To Bid Or Not To Bid https://attendee.gotowebinar.com/register/7051206926535220483

JUNE 3 - Teaming Agreements - The Good, The Bad & The Enforceable https://attendee.gotowebinar.com/register/7352313683359938307

JUNE 6 - Teaming With Tribally Owned 8(a) Businesses https://attendee.gotowebinar.com/register/4324839202604449539

JUNE 7 - Color Reviews For Successful Proposals https://attendee.gotowebinar.com/register/3973323136181419267

JUNE 8 - Preparing The FSO for a DSS Audit https://attendee.gotowebinar.com/register/423786240906737667

JUNE 9 - Life After 8(a) - Best Practices & Case Study https://attendee.gotowebinar.com/register/6473232146721067779

JUNE 10 - The Politics Of Procurement https://attendee.gotowebinar.com/register/3924758807094447107

JUNE 13 - Contract Administration - Best Practices https://attendee.gotowebinar.com/register/2132047978959217667

JUNE 14 - So You Have A Facility Clearance, Now What? https://attendee.gotowebinar.com/register/9028972158695833091

JUNE 15 - Unsolicited Proposals - Why, What & How. https://attendee.gotowebinar.com/register/4729436391901262849

JUNE 17 - SBIR's - The Good, The Bad & The "How" https://attendee.gotowebinar.com/register/6337198369128857857