SUMMARY
Corporate finance professional with public accounting, investment banking, private equity, and publicly traded international company financial management experience. Past responsibilities include strategic plan development, M&A transaction due diligence and negotiations, valuation modeling, post-merger integration, pension and welfare plan investment & administration, financial statement preparation, forecasting and reporting, and tax planning and compliance. Experienced in planning, managing, and timely completing special projects involving complex economic, tax, legal, and financial reporting issues. Practiced in representing companies to third parties. Experienced in summarizing detailed information and delivering concise presentations to investors, executive management, boards, lenders, and investment bankers. Most recently responsible for timely closing $210 million high-yield leveraged loan dividend-recap facility for a $400 million revenue private equity backed food-processing company. Credentials include Chartered Financial Analyst (CFA) designation, Arizona State University MBA and Masters of Taxation, and CPA license (Idaho, currently inactive). Completed UCLA Anderson School merger week and numerous AICPA, Deloitte, and KPMG programs in accounting, tax, M&A, and business valuation.
EXPERIENCE
Confidential Consumer Products Co. Seattle, WA - January 2010 - Present
Consultant to $2 million revenue company with international sales regarding taxes, business valuation, cash management, and corporate governance in connection with stock transfers and S-election issues
Confidential Private Equity Backed Food Processing Co - Northwest U.S.
Vice President - Corporate Finance & Treasurer, February 2007 - January 2008
Acted as interim CFO for nine-entity $400 million revenue control group, managing the accounting staff, year-end closing process, and audit committee to issue annual GAAP financial statements audited by Deloitte
Analyzed and adjusted financial data to ensure accurate product costing, inventory costing, revenue recognition, and inter-company sales and transfers for timely monthly and quarterly financial closings for Q1 and Q2
Prepared FAS 142 goodwill impairment valuation and FAS 123R employee profit unit derivatives valuation
Constructed financial model consolidating three manufacturing plants and corporate to project EBITDA, balance sheet, and cash flows for board to optimize extraordinary dividend within projected loan covenant constraints
Presented comprehensive product line analysis bridging historical product volumes and financial results to forecasted unit sales and EBITDA/cash flow to S&P and Moodys food industry analysts for B+/B2 credit ratings
Created comprehensive high-yield debt offering memorandum for holding company and its multi-state control group of LLCs incorporating business unit level data about its products, margins, facilities, customers, food safety programs, industry characteristics, management team, and other relevant investor information
Negotiated leveraged loan agreements for 1st lien term, 2nd lien term, and swingline cash flow revolver including leverage and interest coverage ratio timetables, additional borrowing baskets, and other customary provisions
Forecasted earnings, capital expenditures, and working capital to optimize revolving credit line utilization
Improved customer credit management and collection policies to minimize consolidated accounts receivable
Created and presented comprehensive materials for institutional lenders and ratings agencies outlining material adverse change in business conditions arising from Q3 new product rollout delays
Initiated target company acquisition screening identification process until postponed by board in Q4
Washington Group International, Boise, ID (now a division of URS) http://www.urscorp.com
Director - Corporate Development and Strategy, January 2004 - October 2006 Senior Manager - Corporate Development and Strategy, January 2000 - December 2003
Conducted due diligence, created a dynamic valuation model, and provided negotiation advice to business unit president for the acquisition of Bauxite Mining & Transportation Limited, a Jamaican bauxite mining company from Glencore, approximately $5 million
Developed offering memos, data rooms, management presentations, and valuations; evaluated indicative proposals, term sheets, letters of intent; negotiated terms of standstill agreements, sales agreements, non-competes, transition services, and other deal agreements to auction three Washington Group divestitures:
-Westinghouse Electro Mechanical Division (EMD), Pittsburgh, PA based joint venture with Westinghouse Electric Corporation, manufacturer of pumps and components for Navy and nuclear utilities, 750 employees, revenue at time of sale $150 million, acquired by Curtiss-Wright Corporation for $80 million plus assumption of $75million of unfunded pension and post-employment liabilities
-Badger Technologies Unit, Boston, MA, 160 employees, revenue at time of sale $40 million, developer and licensor of ethylbenzene and cumene technologies in cooperation with Exxon Mobil Chemical Company and ATOFINA, acquired by the Shaw Group Inc., $18 million
-Nuclear Equipment and Services Division, Denver, CO, 25 employees, revenue at time of sale $5 million, fabricator and installer of nuclear refueling instrumentation and equipment, acquired by Framatome ANP (Siemens/Areva JV), $3 million
Participated in annual development of rolling three-year consolidated strategic and financial plan by collaborating with executive management of six strategic business units and numerous corporate overhead functions
Established strategically supported identification criteria and developed a systematic screening process and database to identify and research growing regional transportation engineering companies targeted for acquisition
Assisted Bain Consulting in synergy project identifying $40 million of annual cost savings in Morrison Knudsen Corp.s $690 million acquisition of Raytheon Engineers & Constructors to form Washington Group International
Prepare due diligence report reconciling investment banker projections, field engineering status reports, project cost reports, and project manager interviews for 200 Raytheon Engineers & Constructors construction projects
Finance Mgr. Pension, Executive Comp, & Benefits, January 1994 - December 1999
Negotiated contracts and managed engagements with mutual fund companies, custodians, investment managers, actuaries, insurance companies, ERISA attorneys, and independent auditors for company retirement plan matters
Set company-wide burden rate (5,000 covered employees) in compliance with federal Cost Accounting Standards
Member of investment and administrative committees related to pension and welfare benefit plans
Established investment policy and lead quarterly investment performance reviews for 401(k) plan ($750 million), Money Purchase Pension ($25 million), DB Pension ($60 million), LTD ($6 million), and foundation ($7 million)
Prepared audited financials, IRS Forms 5500/990, and pension and stock option sections of SEC 10-K and proxy
Designed and directed corporate, group, and project S-T and L-T cash and corporate stock incentive programs
Developed financial analysis for active and retiree self-insured benefit plans to reduce costs, align employee prices with company cost sharing guidelines, and improve internal controls for $50 million of annual outlays
Managed plan terminations from planning through distributions, safest annuity purchase, and IRS/DOL no-findings audits for: DB pension plan (6,400 participants, $60 million); ESOP (8,000 participants, $40 million of company stock); Deferred Comp ($26 million, Rabbi Trust -102 life policies); and self-insured LTD ($6 million)
Chief Tax Accountant, October 1992 - January 1994
Prepared federal and state tax returns for domestic mining and engineering subsidiaries and partnerships
Wedbush Morgan Securities, Phoenix, AZ http://www.wedbush.com
Senior Financial Analyst - Public Finance Department, July 1992 - October 1992
Prepared detailed models of revenues and expenditures for Arizona municipalities to restructure tax-exempt debt by redeeming callable bonds and reissuing refunding bonds at lower borrowing rates and with longer duration
Public Accounting
Manager, June 1989 - June 1990 Plan, staff, and manage small business and high net-worth engagements
Senior, June 1986 - June 1989 Prepared individual, pension plan, and business tax returns and financials
Staff Accountant, June 1984 - June 1986; Audited school districts, financial institutions, and corporations
EDUCATION, CERTIFICATIONS and OTHER
Arizona State University W.P. Carey School of Business, Tempe, AZ
MBA (Finance) & Masters of Taxation, May 1992, cum laude
Boise State University, Boise, ID - BBA - Accounting, May 1984
Treasurer and Board Member, Washington Group Foundation, 1996-2006
Chartered Financial Analyst, CFA Institute, awarded September 2001
Certified Public Accountant, Idaho, June 1986 (currently inactive pending completion of CPE hours)
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