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ROBERT J. RISCICA Senior Executive

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ROBERT J. RISCICA Senior Executive ROBERT J. RISCICA 76 Sherman Avenue (516) 241-3081 Bethpage, NY 11714 [email protected] Senior Executive Broad base of experience in Operations, Corporate Finance, and Mergers Acquisitions and Dispositions. Contributor to top-line growth through strategic initiatives and bottom-line growth by controlling costs without compromising business development. Key member of the management team in corporations ranging from startup to over $3 billion in sales. Industry experience includes: Consumer Products Health Care Manufacturing Professional Service Retail Major accomplishments in the following areas: • Business turnarounds • Mergers & Acquisitions and Disposals • Production management systems • Contract negotiation and administration • Business plan development • Presentations to directors, investors, • Financings – deals up to $500 Million as: securities analysts, regulatory Debt / Stock / Public Offerings & agencies & clients Private Placements PROFESSIONAL EXPERIENCE RISCICA ASSOCIATES, INC. (“RAI”) – Managing Director 1999 to Present RAI is a financial management consulting business. • Served as Chief Financial Officer of the following RAI clients : o $100 million NYSE public records business during transition to new owners. Reversed operating losses, which increased the closing sales price to selling shareholders. o $80 million ASE structural steel tubing manufacturer. Reports to Directors, business plans for turnaround, SEC reporting. o $20 million physical therapy business. Set up purchase accounting, debt compliance and reporting to new lenders and management. o Court-appointed CFO to $13 million manufacturing business that successfully emerged from Chapter 11. Established reporting to the Court; provided periodic testimony on operations; negotiated debtor-in-possession financing. o $5 million aerospace parts fabrication business . Established internal controls, cost accounting reports and audit trails for both Generally Accepted Accounting Principles (“GAAP”) and contract compliance audits. • Mergers & Acquisitions: o Due diligence on transactions that permitted our client to close 4 acquisitions in 5 months, effectively doubling their business from $200 to $400 million. o Consulted on contract terms and structure of M&A transactions. Organized the sale of excess equipment from 2 business acquisitions, netting approximately $4 million in 3 separate auctions. Robert J. Riscica Page 2 of 4 o Converted tax basis financials to GAAP on three separate acquisitions by public companies to support valuations and to integrate them into the SEC reporting structure o Justified purchase accounting decisions to independent auditors. • Special Projects: o Designed and implemented the worldwide reporting structure to adopt new SEC rules on Revenue Recognition. The client, an $800 million multinational equipment manufacturing company asked me to assume all responsibility for the adoption of this rule, which required major changes in the way business was done. Made presentations to management and to all field controllers on the new system; consolidated the results for all locations, accounted for the results and wrote the disclosures on this new rule. o Evaluated and recast business plans for companies seeking funding from an investment bank. The deliverable would be a 6 page executive summary for the banker to take to committee, for each company. PRIVATE INVESTOR 1997 – 99 KIDEO PRODUCTIONS, INC. - Executive Vice President & CFO 1995 – 97 The company is a developer, manufacturer and marketer of personalized videos for children, featuring the child in the video as a character. • Managed the Company’s IPO in the NASDAQ stock market. Coordinated the due diligence; prepared the registration statement; resolved disclosure issues with SEC staff; presented the economics of the business model at “road show” & other meetings to sell the stock offering. • Prepared the business plan & set up monthly reporting to the Board of Directors. • Ran the investor relations. • Prepared & filed the quarterly and annual reports with the SEC. MacANDREWS & FORBES GROUP, INCORPORATED 1985 – 95 This firm is a holding company owned by the investor Ronald Perelman. Major subsidiaries at the time included: Revlon, Coleman, MARVEL ENTERTAINMENT GROUP, Technicolor, Max Factor, Almay, Halston, Frigitronics, Precision Cosmet, Benson Optical, First Gibraltar Bank, New World Entertainment, Brooks Drug, Compact Video, Louis Firth, Wilbur Chocolate Company, Crossman Airguns, Four Star International, VidAmerica and Consolidated Cigar Company MARVEL ENTERTAINMENT GROUP (Acquired by MacAndrews in 1989) Executive Vice President, Operations 1992-95 (Promoted from CFO) • Led Administration: Capital Budget / HR, Compensation & Benefits / Policies & Procedures • Led Production: o Set up a tracking system for production, which enabled the Company to identify and fix the cause of production bottlenecks. o Converted a manufacturing division from perpetual losses to a profit center in less than a year. o Negotiated long term supply contracts that yielded substantial savings over previous, traditional arrangements. • Executive team member: o Evaluated proposed strategic acquisitions and disposals. o Working with marketing, developed strategic plans for increasing sales. With a focused approach, the company exceeded its sales budget by 30%. Chief Financial Officer, 1990 – 92 (Promoted from MacAndrews, Special Projects) • Promotion followed my work on the Marvel acquisition, begun in 1988. Built a 5 year plan to justify the deal, incorporating new business initiatives in licensing, advertising, movies, and TV. Negotiated the acquisition debt terms (100% debt financed at $80million). Following the closing, Mr. Perelman asked me to develop a reporting structure to get him key information Robert J. Riscica Page 3 of 4 on a timely basis. Set up a 3-day-after-month-end flash report, knocking 42 days off the prior reporting schedule, with full balance sheet and P&L on the 7 th day. Grouped the 260 titles into 7 “families” of related titles, and presented TOP 40 rankings and Family results with commentary on marketing and editorial plans. These families became the basis for marketing strategies pushing the business to record sales in the succeeding years. • Managed the Company’s $80 million IPO on the New York Stock Exchange. The stock appreciated 1700% and split 3 times in 3 years. • Set up & managed all SEC reporting required of a new public company. • Made monthly presentations of operating performance to Mr. Perelman, who retained an 85% interest in the company following the IPO. • Established budgets for operations and capital spending. • Established Bonus Plan for department heads that was tied to operating performance and debt covenants. The bonus pool increased as milestones were achieved. The average bonus earned was 175% of base pay, as the corporation converted a $2 million pretax loss to a $12 million pretax profit. It reached fairly deeply into the organization, covering 25 out of 120 people. The bonus plan was ultimately replaced by stock options when the company went public (>>>investment bankers balked at the cost of the plan, and its impact on the IPO at a 10X multiple). I was not a participant in that bonus plan. MacAndrews & Forbes (Corporate) Director of Special Projects, 1985-1990 • Mergers & Acquisitions: (Max Factor/Halston/Almay/Charles of the Ritz, which was aborted/Brooks Drug/Four Star/VidAmerica/Marvel Entertainment Group/Blind pool to acquire a Major Public Company, which was aborted. Transactions ranged $5 million to $300 million) Financial member of the deal team. I consulted on structure, prepared financing models, negotiated debt terms, and prepared registration statements for the public debt. Integrated the acquired firms into our holding company structure, resolved purchase accounting issues with public accountants, and set up management and external reporting for the integrated companies. • Disposals: (Precision Cosmet to Johnson & Johnson/ Revlon’s Coburn Optical and Barnes-Hind to Pilkington, plc./ Consolidated Cigar to Management/ Technicolor to Rank Cintel/ Frigitronics to Starr Surgical/ Benson Optical to a private investor group/ Brooks Drugs to CVS/ Wilbur Chocolate Company to Klondike/ Crossman Airguns to a private investor group. Transactions ranged $5 million to $780 million) I ensured that the sale progressed smoothly and in accordance with the contract, protected the sales price against purchaser claims, and resolved accounting issues related to the decoupling of the business from the holding company structure. • Operations: Special projects related to improving profits at various subsidiaries. • Financial Reporting: All SEC reporting for Compact Video, Four Star, and VidAmerica. (S-1, S-2, S4 registrations, 10K, 10Q and proxy materials) REVLON (At the time, an independent, $3 billion conglomerate, with 50% of it’s sales coming from the well-known cosmetics and fragrances business, and 50% coming from Health Care businesses, including pharmaceuticals, vision care, diagnostics, Over-The-Counter medications, and blood plasma fractionation.) 1983 - 85 Director of Corporate Accounting, and Manager of Accounting Policies and Procedures: • Worldwide implementation of new foreign currency translation rules, income tax accounting and an FASB experiment on inflation accounting, which was a requirement for large public firms such as Revlon. • Created the annual financial reporting package for submission by all field controllers. • Represented the Corporate
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