KBL Healthcare Acquisition Corp III
KBL Healthcare Acquisition Corp III — SPAC Merger (June 2009)
21 slides from KBL Healthcare Acquisition Corp III's SPAC merger presentation, Jun 24, 2009
Slide 1: Business Combination with KBL Healthcare Acquisition Corp. III Investor Presentation
To Engage in Business Combination with KBL Healthcare Acquisition Corp. III (NYSE Amex: KHA) Investor Presentation PRWT Services, Inc. June 24, 2009 www.kblhealthcare.com www.prwt.com
Slide 2: Interests of the Parties in the Merger
2 Interests of the Parties in the Merger KBL HEALTHCARE ACQUISTION CORP. III (“KBL”) AND PRWT SERVICES, INC. (“PRWT”) ARE HOLDING PRESENTATIONS FOR CERTAIN OF KBL’S STOCKHOLDERS, AS WELL AS OTHER PERSONS WHO MIGHT BE INTERESTED IN PURCHASING KBL SECURITIES, REGARDING THE BUSINESS COMBINATION BETWEEN
Slide 3: Forward-Looking Statements
3 Forward-Looking Statements THIS PRESENTATION CONTAINS FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS INCLUDE, BUT ARE NOT LIMITED TO, STATEMENTS REGARDING KBL’S AND/OR PRWT’S OR THEIR RESPECTIVE MANAGEMENT’S EXPECTATIONS, HOPES, BELIEFS, INTENTIONS OR STRATEGIES REGARDING THE FUTURE. IN AD
Slide 4: Executive Summary
Executive Summary Transaction Consideration PRWT and KBL (NYSE Amex: KHA) entered into a definitive merger agreement on March 13, 2009 The combined company will be named PRWT and will apply for listing on the NASDAQ Current executives remain in place; board appointed by PRWT and KBL KBL warrants pur
Slide 5: Investment Highlights
Investment Highlights 5 Compelling opportunity based on existing pharmaceutical platform and relationships with industry leaders Certified Minority Business Enterprise – over $100 billion per year spent with minority companies Attractive business model with ability to deliver continued rapid sales,
Slide 6: Company History
Company History Acquired 51% of U.S. Facilities (USF), a facilities management and maintenance services company 2009 USF contracted revenue = $57 million Acquired state-of-the-art, turn-key pharmaceutical manufacturing facility from and signed long-term supply agreement with Merck & Co 2009 Cherokee
Slide 7: Cherokee Pharmaceuticals
7 Cherokee Pharmaceuticals Cherokee Pharmaceuticals facility in Riverside, PA. 340 Acres 105 Buildings 400 Employees Pittsburgh Erie Scranton Allentown Philadelphia Harrisburg Rt. 80 Riverside
Slide 8: Cherokee Merck Transaction
8 Cherokee Merck Transaction FACILITY ACQUISITION SUPPLY AGREEMENT Closed December 31, 2007 Price = $3.0 million cash + $17.5 million seller note (included $10.5 million of inventory) Independently appraised >$850 million replacement value ~99% of employees elected to transition to PRWT MERCK’S RATI
Slide 9: Cherokee Overview
9 Cherokee Overview Specialty Chemical Warehouse GROWTH STRATEGY/STATUS Executing option to extend supply agreement through 2015 Opportunity to increase capacity 20-40% Negotiating contract extension through 2016 to increase utilization to 100% (without significant capital investment) Several major
Slide 10: Cherokee Business Model
10 Cherokee Business Model Substantial revenue growth opportunity Estimated current capacity >$600 million per year, only ~25% utilized Significant growth locked in via existing and pending contracts Target 20%+ EBITDA margins Initial supply agreement covers fixed costs and provides reasonable margi
Slide 11: Cherokee Competitive Positioning
11 Cherokee Competitive Positioning Customers under long-term contract and have long- standing relationships with Cherokee Many products require dedicated facilities and/or complex manufacturing techniques that would be hard to replicate Pharmaceutical products (including manufacturing processes) ar
Slide 12: Cherokee Future Possibilities
12 Cherokee Future Possibilities Acquire Additional Facilities Further expand capabilities – vaccines, biologicals, other specialized products, etc. Merck-like transactions with other pharmaceutical companies that have similar rationales for divesting manufacturing facilities Expand Current Facility
Slide 13: Legacy Businesses
13 Legacy Businesses Generate cash flows that can be re-invested in Cherokee or elsewhere Stable businesses with reasonable growth and profitability Significant untapped potential to be exploited Facilitate access to new opportunities Merck initially approached PRWT through facilities management 20-
Slide 14: Diversity Matters
14 Diversity Matters BIG PHARMA WITH SUPPLIER DIVERSITY PROGRAMS Source: National Minority Supplier Development Council (NMSDC) website. ($ billions) PRWT UNIQUELY POSITIONED TO CAPTURE SPEND RATIONALE FOR CORPORATE DIVERSITY PROGRAMS NMSDC PURCHASING ACTIVITY Ensure compliance with government requi
Slide 15: Management
15 Management Willie Johnson, Founder & Chairman 18 years Commissioner - PA Office of Social Services Former Owner & CEO, Fidelity Systems Jerry Johnson, Vice Chairman Chairman, Radnor Trust Holdings Former EVP, Safeguard Scientifics (NYSE: SFE) Harold Epps, President & CEO President since Nov 2007,
Slide 16: FY Financial Overview
FY Financial Overview REVENUE Cherokee Pharmaceuticals U.S. Facilities PRWT Services EBITDA ($ in millions) ($ in millions) Contingent EBITDA Payment Targets Pro Forma EBITDA Note: See Appendix for reconciliation from net income/(loss) to Pro Forma EBITDA. “Contingent EBITDA payment targets” means E
Slide 17: Conclusion
Conclusion 17 Compelling Opportunity Based On Existing Platform Rapid Sales, EBITDA and Net Income Growth Certified Minority Business Enterprise Proven & Incentivized Management Team
Slide 18: PRWT Services: A Leading Provider since 1988
19 PRWT Services: A Leading Provider since 1988 SERVICES OFFERED GROWTH STRATEGY CUSTOMERS Call Center Claims Processing Collection & Processing Customer Service Data entry Document Imaging & Capturing EMS Services Lockbox Mailroom Payment Processing Access additional potential customers Expand into
Slide 19: Sources & Uses
Sources & Uses 21 PRWT-KBL Business Combination Pro Forma Capitalization Based on cash in trust at March 31, 2009. Assumes the redemption of 12.35 million shares of KBL stock at $7.85 estimated cash held in trust per share. (1) Does not include contingent payments or stock options. (2) Assumes repur
Slide 20: Summary Condensed Consolidated Income Statement
22 Summary Condensed Consolidated Income Statement (1) (1) Income statements for three months ended March 31, 2009 and March 31, 2008 unaudited. Annual income statements for 2008, 2007 and 2006 audited. (2) We believe that EBITDA is useful to stockholders as a measure of comparative operating perfor
Slide 21: Summary Unaudited Pro Forma Condensed Consolidated Balance Sheet
23 Summary Unaudited Pro Forma Condensed Consolidated Balance Sheet (1) ($ in 000s) (1) The summary unaudited Pro Forma combined balance sheet combines the historical condensed balance sheet of PRWT and the historical balance sheet of KBL as of March 31, 2009 giving effect to the proposed merger of
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