RAM Capital Corp.

Specialized Investment Banking
Financial and Operational Advisory Services

RAM Capital Corp. provides investment banking and industry-specific financial and operational advisory services to companies seeking to implement and finance high-growth strategies or for a recapitalization. In particular, RAM Capital has developed an expertise in financing high gross margin, repetitive income service industries and related specialty finance businesses. These have included such industries as electronic security, HVAC, energy monitoring and management, communications, and healthcare. RAM Capital principals have arranged all levels of financing and assisted in executing acquisition and consolidation strategies nationally.

Service industries are generally highly fragmented and offer opportunities for rapid growth, both internally and through acquisition. While there are commonalities that these industries share, acquiring and financing service businesses requires a thorough understanding of the valuation methodology and operating characteristics of each industry along with the ability to analyze the cost of growth and profitability of revenue segments. In order to obtain the optimum returns on investment without dangerously over-leveraging a company, the balance between equity, debt and the rate of growth must be carefully managed. Achieving and maintaining this balance requires meaningful and timely financial reporting and analysis to enable necessary mid-course corrections. RAM Capital has developed industry specific accounting and financial models that can assist management, owners, investors and lenders in understanding the dynamics of building value in these businesses.

RAM Capital’s objective is to build strong, long term relationships with each of its clients. Given that many companies in service industries are entrepreneurial and that their financing needs change as they grow and develop, RAM Capital has often worked with its clients over an extended period of time. RAM Capital clients can be traditional companies in specific industries, financial players such as individual and venture investors, or strategic investors seeking to enter new markets.

RAM Capital principals have completed financings for both early stage and mature operating companies in amounts ranging from $5 million to $175 million, and assisted clients in the purchase or sale of numerous companies or their assets. RAM Capital’s founder has been acknowledged as a leader in providing financial and advisory services to several service industries since 1985. In the electronic security industry in particular, he has been instrumental in building several of the largest independent regional security companies in the U.S. In specialty finance, he has assisted clients in identifying and developing new asset classes, co-founded companies to provide these financial services, and structured the necessary funding.

RAM Capital’s experience extends to a number of related areas. Among these are:

Mergers and Acquisitions
Financing for Specialized Industries
International Finance
Lease Finance

Asset-Backed Finance
Financial Management
Operational Management
Due Diligence

PRIMARY SERVICES

FINANCING
- Arrange financing for early stage to mature companies in support of implementing internal growth strategies, mergers, acquisitions, management buyouts, refinancings, and working capital requirements.

MERGERS AND ACQUISITION
- on the buy side: Assist buyers to identify, evaluate and negotiate acquisitions; and
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on the sell side: Represent sellers, identifying qualified buyers and advising in structuring and negotiating a transaction.

ADVISORY/CONSULTING
- Provide industry specific financial and operational advisory services to company owners and managers, suppliers, lenders, investors and companies seeking to enter new businesses.

ANALYSIS AND VALUATIONS
- Provide an evaluative financial or operational analysis of a client’s business and operations using comparative financial and operating metrics
- Revenue analysis
- Company valuation
- Liquidity / Solvency analysis

FINANCIAL MANAGEMENT
- To assist clients in developing and implementing industry specific financial accounting systems, business plans, budgeting, capital plans and the financial projections necessary for executing and financing a growth strategy.
- “Lender Friendly” financial statements
- Realistic financial projections
- Financial reporting design
- Developing and realizing value in an “Exit Strategy”


OPERATING MANAGEMENT
- Assist a client in developing its management structure
- Temporary management assignments
- Strategic planning

FORENSIC ANALYSIS AND TURNAROUND IMPLEMENTATION
- Assist management, investors/owners, or lenders in analyzing a company’s business and operations, and to develop and implement a corrective strategy, if needed.
- Temporary or “turnaround” management assistance in distress situations


DUE DILIGENCE
- Acquisition or sale related due diligence
- internal due diligence in preparation for a financing,buyout or other event

GENERAL MANAGEMENT ASSISTANCE
- Assist a client in developing its management structure and, if appropriate, help to identify potential management team candidates.

SERVICES FOR THE SECURITY INDUSTRY

RAM Capital Corp. can provide industry-specific advisory services to systems integration and security monitoring company owners and management seeking to arrange financing for growth or a recapitalization, execute an internal growth or acquisition strategy, or maximize value in the sale of a business.

With over twenty years of experience in financing and operating security companies, including completing numerous acquisitions, RAM Capital principals can assist in addressing the operational, accounting, tax, finance and financial reporting issues related to achieving both profitable growth and increased shareholder value…the building of a successful business.

Success in growing and financing security companies is enhanced with a thorough understanding of the industry’s financial and operating characteristics, the valuation methodology used by buyers, lenders and investors in determining company value, the ability to analyze the cost benefit of growth alternatives, and the profitability of each revenue source. To build shareholder value while not dangerously overleveraging a company, the balance between company value, debt and the rate of growth must be carefully managed. Achieving and maintaining the correct balance requires meaningful financial reporting and analysis.

RAM Capital works with management to use its industry-specific financial models to better understand the dynamics of building value and in portraying company performance and value to lenders and investors.

The best time to prepare a company is before a transaction, not during one, and the best time to correct a problem is before it becomes a crisis.

PRINCIPALS

RAM Capital’s principals have extensive financing and operating experience. They have completed numerous transactions involving debt and equity financing, company acquisitions and sales, been active in company management, and acted in an advisory capacity to senior management, owners, investors and lenders regarding financing, growth and operating strategies.

Robert Moe
Robert is the founder and CEO of RAM Capital Corp. With over twenty years of experience in financing service businesses, Robert has completed numerous transactions in the security industry involving debt and equity financing, mergers, and acquisitions. He has acted as an advisor to clients regarding growth and operating strategies, developed internal accounting and reporting systems, functioned as an interim CFO, and served on the boards of select client companies. In particular, he has worked closely with companies seeking to implement and finance planned high-growth strategies. Recognized as having expertise in service industries in general and recurring revenue businesses in particular, he has written for various industry publications and been a speaker at industry conferences on the topics of industry-specialized financing, value creation and strategic management.

Randall Fosberg
Randall has over twenty-eight years of senior management experience. Most recently, Randall was the Vice Chairman, President and CEO of Protection Service Industries, L.P. (PSI), the 15th largest alarm company in the U.S. in 2003 as reported in SDM magazine. Randall managed PSI for over eighteen years beginning in 1985 when the company had approximately 800 accounts. In 1986, he acquired the company from its then owners and subsequently led its expansion through internal growth and more than 30 acquisitions to over 45,000 accounts and 250 employees. Since leaving PSI, Randall has consulted with several private equity groups regarding entry into the security alarm industry through investment and acquisition, assisted an international manufacturer of alarm components with its strategic plan, and advised a financial institution regarding a portfolio company. Randall has served on several regional and national security industry associations’ board of directors.

For more information, contact:

Robert Moe  
571 West Lake Ave., Suite 3
Bay Head, NJ 08742
732-295-3300 (tel)
732-295-3373 (fax)
201-247-9010 (mobile)

Randall C. Fosberg
69340 Avenida Las Begonias
Cathedral City, CA 92234
760-416-2704 (tel)
760-416-2705 (fax)
909-496-6732 (mobile)