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Peter A. Sokoloff & Co.
Specializing in Mergers and
Acquisitions of Security and
Telecommunications Companies.
Peter A. Sokoloff & Co.
550 North Brand Blvd. Suite 1650 Glendale, CA 91203
(818) 547-4500, fax (818) 547-4388
e-mail: [email protected]
Corporate Mission Statement
Sokoloff & Company's mission is to provide
intelligent, capable and timely advisory services
to its clients, serving as a catalyst for healthy
corporate growth by bringing together valueadded financial and industry partnerships.
About Sokoloff & Co.
• 24 Years Investment Banking Experience
• Leading Specialized Sector M & A Firm
This notice appears as a matter of record only.
Has been acquired by
The undersigned initiated the transaction and
advised Infotech Solutions Corp.
Peter A. Sokoloff & Co.
The Leader in OSS Mergers and Acquisitions
This notice appears as a matter of record only.
Has been acquired by
The One Source
The undersigned advised Martin Group.
Peter A. Sokoloff & Co.
The Leader in OSS Mergers and Acquisitions
a limited liability organization
550 North Brand Blvd. Suite 1650 Glendale, CA 91203
(818) 547-4500, fax (818) 547-4388 www.sokoloffco.com
About Peter A. Sokoloff & Company
Sokoloff & Company is an investment banking firm specializing in Telecommunications
and Security mergers, acquisitions, debt and equity placements. Its founder, Peter A.
Sokoloff has some 23 years of investment banking experience.
Before founding Sokoloff & Co. in 1997, Mr. Sokoloff was co-founder, Executive Vice
President and COO of investment banking firm, Cable Investments, Inc.. During a ten
year period, Mr. Sokoloff successfully led the firm and its 22 employees through the
completion of over $1 billion of debt, equity, acquisition and merger transactions.
Pete Sokoloff began his investment banking career in 1980, working for Bill Daniels,
known as the “father of cable television.” Mr. Daniels’ investment banking firm, Daniels
and Associates has been a leading investment banking house serving the
telecommunications field. Mr. Sokoloff provided financial analysis and developed
the support infrastructure for the investment banking and brokerage organization.
While with Daniels, he also assisted The Centennial Fund, which today is the largest
Rocky Mountain venture capital organization, in raising its first fund’s capital.
Mr. Sokoloff has advised and consulted with many major companies in the
telecommunications field, including Time-Warner, TCI, McCaw Communications, U.S.
West, Comcast Corp., Cox Communications, Century Telephone and many other firms
serving the cable television, wireless and telephone industries. He has served as an
appraiser and expert witness regarding telecommunications valuations for numerous
clients ranging from the Internal Revenue Service to Paul Kagan Associates.
Security Industry Coverage
SOKOLOFF & CO. VALUATION RANKINGS OF PUBLIC SECURITY COMPANIES
Sokoloff & Company compiles a quarterly review of selected public Security companies (and companies that dedicate a portion of their business to
Security) and compares how each is valued by the public marketplace. Comparative values for each company are expressed as: P/S, Price/Sales,
which is total market capitalization divided by revenues); P/E, Price to Earnings (market cap divided by earnings) and; Enterprise Value Multiple
(EVM). EVM is obtained by dividing EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) into the sum of the company's market
capitalization, plus any debt or preferred stock and minus cash on hand. Companies with negative EBITDA and/or negative Earnings are listed as
NA. All multiples are based on trailing twelve months (TTM) numbers through the most recently reported quarter.
Note: The 3rd Q 02 percentage column is the increase (or decrease) from 3rd Q 01. Where fiscal year has differed from calendar year, the most
recently reported information is used.
This information is provided strictly for informational purposes to Security industry senior executives. Sokoloff & Co. makes no representations as to its accuracy.
Sokoloff & Co. does not advise public investors; therefore this information should not be used for investing purposes.
Rank* Company
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Stock
(000s)
(000s)
(000s)
(000s)
Price
Market Cap
2001
TTM
3rd Q 02
Symbol 1/15/2003
Gentex Corporation
Digimarc Corporation
Visage Technology, Inc
Identix Incorporated
Invision Technologies
Diversified Security Solutions, Inc.
Fargo Electronics, Inc.
Diebold
Engineered Support Systems Inc.
Armor Holdings, Inc.
Magal Security Systems Ltd.
Napco Security Systems, Inc
ADT Security Services Inc.
ManTech International
Honeywell
Silent Witness Enterprises Ltd
Ingersoll Rand
Titan Corporation
Checkpoint Systems, Inc
Veridian
FirstService
Protection One, Inc
Siemens Building Technologies
Johnson Controls
Wackenhut Corporation
CompuDyne Corporation
Richardson Electronics, Ltd.
Pittston Company
Total
Average
Median Average
GNTX
DMRC
VISG
IDNX
INVN
DVS
FRGO
DBD
EASI
AH
MAGS
NSSC
TYC
MANT
HON
SILW
IR
TTN
CKP
VNX
FSRV
POI
SI
JCI
WHC
CDCY
RELL
PZB
Index
29.25
13.16
4.95
4.76
28.81
6.99
8.05
41.73
37.62
14.5
5.51
10
17.9
19.24
25.27
3.95
42.69
12.25
10.76
19.99
16.5
1.4
45.53
82.25
9.57
6.55
8.57
17.08
1/15/2003
2,225,135
230,625
100,134
404,795
487,696
35,915
99,345
3,007,648
594,020
427,127
42,402
34,380
35,726,413
510,264
20,747,959
30,213
7,222,593
955,770
349,840
659,690
228,806
137,137
40,441,112
7,318,441
203,324
51,136
145,159
926,641
Revenue
310,305
14,878
26,280
73,190
74,331
11,929
60,963
1,760,297
372,112
247,366
41,020
55,836
34,036,600
431,436
23,652,000
37,735
9,682,000
1,103,040
658,535
690,225
512,689
336,885
92,906,000
20,103,400
562,073
127,394
443,492
3,624,200
Revenue
367,600
69,700
30,500
81,500
241,700
16,600
62,900
1,920,000
389,765
327,118
40,500
57,500
35,700,000
472,900
22,300,000
38,500
9,970,000
1,340,000
640,500
742,600
526,900
303,700
92,700,000
20,103,400
566,200
146,100
450,900
3,720,000
Revenue
101,516
26,514
8,109
25,062
117,060
5,580
17,817
529,799
106,599
80,557
9,485
11,725
9,256,400
130,425
5,569,000
9,873
2,518,100
352,819
158,800
191,795
145,209
77,819
21,873
5,218,200
141,706
41,380
108,614
953,700
544.83
123,343,716
191,956,211
193,327,083
25,935,536
3rd Q 02 %
Incr/decr
37.0%
765.0%
32.6%
49.5%
614.0%
160.0%
15.2%
19.2%
16.7%
9.2%
-10.3%
16.3%
8.7%
23.6%
-3.8%
58.4%
6.0%
28.7%
2.2%
11.2%
3.4%
-5.4%
-4.1%
12.2%
-0.3%
32.0%
3.8%
7.9%
P/S
6.09
3.48
3.03
3.02
2.56
1.89
1.55
1.54
1.51
1.39
1.07
1.02
1.02
0.97
0.93
0.78
0.73
0.65
0.6
0.58
0.47
0.45
0.42
0.38
0.36
0.33
0.26
0.24
P/E
28.52
NA
NA
NA
12.53
83.13
18.27
23.23
22.35
24.08
18.41
22.07
NA
22.38
15.14
24.87
19.26
NA
42.44
NA
13.2
NA
25.66
12.52
9.54
14.62
NA
10.83
EVM
17.68
NA
NA
NA
5.89
23.43
9.89
12.64
12.72
11.03
15.14
17.51
70.74
13.46
9.76
7.39
10.30
14.95
8.45
15.28
6.85
NA
5.27
5.45
4.73
8.73
58.12
3.39
68.2%
1.33
23.15
15.37
13.7%
0.95
20.67
10.67
*Rankings are based upon Price to Sales (P/S).
Security Industry Price to Earnings January 2003
Security Industry Price to Sales January 2003
7
90
6
80
5
70
60
4
50
3
40
2
30
20
1
10
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Telecom Industry Coverage
Sokoloff Index of Public Billing & OSS Companies
Company
Ace Comm
Affiliated Comp Services
ADC Telecom
American Mgnt. Sys.
Alltel Corp.
Astea International
Boston Comm.
Ticker
ACEC
ACS
ADCT
AMSY
AT
ATEA
BCGI
CMVT
CSGS
CTSC
CVG
DALN
DOX
DSET
DST
EVOL
HNCS
ILUM
LTBG
MDSI
MNDO
MSLV
MUSE
PRGN
PRSF
SEBL
TCSI
TMNG
TNTX
TTIL
ULCM
VERA
VRTL
21 Sept 2001
29 Dec 2000
1.35
83.96
3.11
13.96
55.25
0.9
13.23
25.08
41.41
2.9
26.93
0.38
27.5
1.74
39.9
1.1
17.28
34.98
9.53
2.5
1.55
5.5
6.25
14.26
0.76
13.33
0.52
5.5
2.33
10.5
7.52
0.75
0.7
472.46
2.31
60.69
18.13
19.81
62.38
0.88
27.88
108.63
46.94
2.81
45.31
4.00
66.25
7.18
67.00
2.16
29.69
22.94
13.13
7.88
6.69
9.13
60.38
19.75
7.88
67.63
1.38
11.88
2.06
15.00
34.06
0.63
2.38
854.77
YTD %
Change
-41.6%
38.3%
-82.8%
-29.5%
-11.4%
2.9%
-52.5%
-76.9%
-11.8%
3.1%
-40.6%
-90.5%
-58.5%
-75.8%
-40.4%
-49.0%
-41.8%
52.5%
-27.4%
-68.3%
-76.8%
-39.7%
-89.6%
-27.8%
-90.3%
-80.3%
-62.2%
-53.7%
13.0%
-30.0%
-77.9%
20.0%
-70.5%
-44.7%
52 Week
Mkt Cap
High
(000s)
8.12
12,481
87.4
4,246,865
33.68
2,430,770
25.04
581,881
68.68
17,140,705
1.43
13,343
29.87
225,743
124.75
4,298,386
64.7
2,203,675
9.37
6,647
52.25
4,604,922
15.75
8,312
80.5
6,082,038
90
5,058
74.93
4,907,740
8.68
14,500
Sokoloff Index of Billing/OSS Stocks
82.25
605,128
(Calendar 2001)
36.12
1,140,173
19.43
267,040
13.12
21,498
1000
13
31,180
80045
202,417
108.37
460,444
600
33.55
2,720,979
47.37
131,399
400
119.87
6,136,466
2.12
12,066
200
21.5
162,756
4.37
35,025
22.75
104,916
60.5
307,448
Source: Sokoloff
& Co.
3.5
6,221
11.75
23,024
Mind CTI
MetaSolv Softw are
Micromuse
Peregrine Softw are
Portal Softw are Inc.
Siebel Systems
TCSI
Management Netw ork
T-Netix Inc.
TTI Team Telecom
Ulticom
Veramark Tech
Vertel Corp.
Total Index
Highlighted stocks w ere up for the year as of Septem ber 21, 2001.
* Illum inet announced on Septem ber 24th that it is being acquired by VeriSign, Inc. (VRSN)
Source: Peter A. Sokoloff & Co. e-mail: [email protected]
Sept 21
MDSI Mobile Data Solutions Inc
Aug 31
Lightbridge
July 27
Illuminet Holdings*
June 22
HNC Softw are, Inc.
June 6
Evolving Systems Inc
May 4
DST Systems
Apr 27
DSET Corporation
Apr 2
AMDOCS Corp.
Mar 23
Daleen Technologies
Mar 2
Convergys Corp.
Feb 16
Cellular Tech Serv
Jan 19
CSG Systems
Dec 29
Billing and Finance Newsletter
Comverse Technology Inc
Success with Buyers and Sellers
“They suggested several companies for our consideration before we selected GeoEconomics. Then they
worked with us to close this important transaction in record time. Sokoloff & Co. has the contacts...and they
know how to think strategically in the OSS market. We are very pleased with the outcome and will work with
them again.”
— Jim Odom, Martin Group CEO
“Sokoloff & Co. quickly earned our trust and confidence. They served both sides well with expert
advice and direction. From the beginning to the end of a very complex process, we depended on
them - and they delivered.”
—Matt Swenson, GeoEconomics CEO
"Last year we retained Sokoloff & Co to assist us through the complex process of selling our company. Sokoloff did an
excellent job of preparing collateral information and contacting numerous qualified buyers. Several buyers visited us
here in Maine and a representative from Sokoloff was at every meeting. Ultimately, we were acquired in a strategic
transaction with Boston Communications Group. Sokoloff & Company's services were very valuable to us; my partners
and I thank them for their help, enthusiasm and guidance."
--Dave Packhem, CEO Infotech Solutions Corp.
"The Boston Communication Group had the opportunity to work with Sokoloff & Co. during a recent
acquisition we concluded. Upon the closing of this transaction, we expressed our thanks to the staff of
Sokoloff & Co. for presenting this company to us. We found that whatever information we needed, we
could count on their office to provide answers to our questions. Given Sokoloff & Co.’s expertise in
mergers & acquisitions, their domain knowledge, sincere character and flexibility in solving complex
problems, I would recommend their services to anyone who needs them."
--EY Snowden, CEO, Boston Communications Group, Inc.
Extensive Industry Knowledge Base
• Sokoloff & Co. tracks thousands of public and
private Security and Telecommunications
companies worldwide.
• We regularly meet with, and constantly gather
market intelligence about these companies;
We build strong relationships conducive to
facilitating transactions.
• These companies cover the entire spectrum
of telecom and security firms.
RapidMatch™
Sokoloff & Co. has built an extensive and comprehensive
database of buyers and sellers in the Security and
Telecommunications Industries. We can quickly source
and match the best candidates, initiate discussions and
help you present your opportunity to a worldwide
audience among our network of thousands of targeted,
highly qualified buyers and sellers. We also know our
industries; we speak your language and can help you
make intelligent choices about strategy, targets and
business plan.
Whether you desire to buy, sell or merge, Sokoloff &
Co. can streamline the entire process. Our
capabilities are designed to greatly improve your odds
of closing a successful M&A, while minimizing
executive time and effort spent.
RapidMatch Menu of Services
•
•
•
•
•
•
Market Canvassing
Negotiation Advisory
Due Diligence
Preparation of Collateral Information
Integration Business Planning
Closing Management
Sokoloff Business Principals
• Sokoloff & Co. represents either seller or buyer in each
transaction, never both.
• We insist on full disclosure, because the trust and
confidence that closes a transaction can only be
generated when buyer and seller are completely open
with each other.
• We never lose sight of the fact that M&A success is
measured against how well things go after the closing of
the transaction.
Merger & Acquisition Fundamentals:
The Duties of the Seller’s Broker
•
•
•
•
•
•
•
•
Conduct Full, Honest Disclosure.
Provide an expected valuation range to the client.
Prepare Executive Summary and Offering Memorandum.
Identify qualified M&A prospects.
Contact prospects and solicit interest.
Attend and supervise prospect site visits.
Oversee the bidding process and facilitate negotiations.
Manage the closing of the transaction.
Merger & Acquisition Fundamentals:
The Duties of the Buyer’s Broker
• Work with the Buyer and develop a workable and realistic
target strategy
• Survey identified prospects to narrow selection and
establish target companies.
• Conduct preliminary target due diligence with our client.
This typically includes site visits, review of financial &
operating data and valuation.
• Facilitate a favorable negotiation outcome and complete
a Letter of Intent.
• Act as project manager to efficiently and accurately put
the transaction through final due diligence, legal
documentation and closing.
Contact Sokoloff & Co.
Pete Sokoloff
e-mail, [email protected]
Bernie Walko
e-mail, [email protected]
Peter A. Sokoloff & Co.
550 North Brand Blvd.
Suite 1650
Glendale, CA 91203
(818) 547-4500, fax (818) 547-4388
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