semperresources.com
Mission Statement
The purpose of Semper Resources Corporation is to sponsor and manage roll ups (consolidations) in environmentally related industries.
As a niche consolidator the company is focused upon these elements:
· speed of concept to market
The Semper Resources process can generate more than $500 million in consolidated sales within 3 years.
· control over all aspects of the process as well as the business units
Semper Resources keeps on course. The company also ensures that adequate liquidity is maintained through management of all investor relations programs.
· specialization in niche roll up (consolidation) business groups
Numerous highly attractive roll up opportunities exist by specializing in a specific size of companies acquired.
· bundling of industry grouping
Within environmentally related industries there are a number of business groupings that are suitable for consolidation. These are packaged into subsidiaries and spun off as appropriate.
· double leveraging of investment capital for peak return
Semper Resources investors win with the growth of Semper Resources as a parent consolidator, and from equity increases through spin offs of specific business groups with the industry.
· minimized risk for investment capitalWith its high degree of management and process control, known IPO, and re-leveraging of capital, Semper Resources provides its investors with a very strong upside with reduced downside risk.
Executive Summary
Semper Resources Corporation is an unique blend of the best features of a holding company and an industry roll up (consolidator). The Company acts as an incubator of Roll Up IPOs. Semper Resources, as the public company parent, provides the safety of an existing trading entity enhancing the appeal of long term liquidity values found through participation in an industry consolidation. Vend-ins receive stock in both the subsidiary consolidation (a private company until its spin off) and Semper Resources.
Consolidation synergies are built into the subsidiaries, with each group managed to maximize opportunities specific to its business specialty. Semper Resources synergies provide cross over sales opportunities, joint ventures, technology transfers, financial enhancements through larger capital pools and skills, public company management expertise, and high level management training and staff development.
Executive Process
Step 1: Select industry for consolidation
The company identified an industry with a high saturation of owners meeting the identified niche criteria.
Step 2: Identify initial acquisition targets
Early stage acquisitions are selected based upon the skills of owners to mature, size (starting small and increasing acquisition size with critical mass), and ability of owners to bring peers into the consolidation.
Step 3: Commence roll ups
The first companies are acquired employing a very aggressive deal generation model. Semper Resources targets achieving $500mm by the end of year 3 through merger and acquisition activity with internal growth a bonus.
Step 4: Develop subsidiaries for specialized growth
Associated subs are started as soon as possible to augment growth of parent and generate synergy.
Each sub is targeted to grow to $100mm in annualized sales through mergers and acquisitions within 3 years of start up.
Step 5: Spin off subs as appropriate
Equity markets will dictate appropriate timing for spin offs. In most cases Semper Resources will recover some cash through the IPO while retaining enough equity to continue consolidating sales at the parent level.
Market Scope
The business of Semper Resources is to generate and manage roll up/consolidations in environmentally related industries. These consolidations center on income (profit) oriented businesses rather than riskier new technology endeavors. These are the “meat and potato” industries, steady, reliable businesses which make up the core of most pension and institutional investments. Strong share value appreciation is achieved from the rapid growth of the consolidations. Consolidators typically provide the highest p/e or p/revenue ratios while on the high growth curve.
Each Semper Resources subsidiary consolidation needs less than ½ of 1% market penetration to achieve the $500mm sales revenue milestone.
Valuations
Public company valuations in these sectors seem to have no specific trends for a precise model. Operating environmental companies show market capitalizations over a wide spectrum of valuations. MC to TTM Revenue range from 1:3 to infinite (no sales): P/E from infinite (losses) to 157. In general, and averaged, the waste management/services industry sets at a p/e of 17, MC to TTM of 1:12. Most of the companies in this grouping are operating companies, expecting to grow internally.
Roll up (consolidation) companies demonstrate a similar spread in valuations. Start up roll ups demonstrate very high MC to Projected Sales values, ranging from 3 to 10 times forecasted annual sales (Internet and technology roll up tend to the higher end). Consolidators reaching market saturation (slower growth) average p/e ratios from 27 to 38.
The public market seems to reward those consolidators with the clearest and most aggressive acquisition strategy while moving towards market saturation. As saturation levels are reached consolidation synergies become more important as shareholders look toward sustainable earnings.
Recent PR’s
LOS ANGELES--(BUSINESS WIRE)--,Aug. 21, 2000--Semper Resources Corporation (OTCBB:SRCR - news), www.semperresources.com, announced today that it has entered into an agreement to acquire Mid-Columbia Engineering Inc., www.mceng.com.
Mid-Columbia Engineering is a full service, NQA-1 engineering company providing engineering services and technical staffing resources to major corporations throughout the country. In addition to its NQA-1 certification, MCE is also UL508 certified. During its 25 year history it has established a reputation for excellence, particularly in high performance situations. Through innovation and attention to customer needs it has grown into a 200 person plus business with sales in the range of $15,000,000 per year.
LOS ANGELES--(BUSINESS WIRE)--Aug. 17, 2000--Semper Resources Corp. (OTCBB:SRCR - news) today announced that it has entered into an agreement to acquire G&M Machine Inc.
G&M, carrying NQA-1 certification, is a well-respected specialized manufacturer of high-tolerance, high-performance tools and parts used in more demanding environments such as high-risk environmental remediation equipment and facilities, and aerospace applications. During its 25-year history, it has developed an impressive client base of companies noted for value-added and sophisticated engineered solutions for complex problems.
LOS ANGELES--(BUSINESS WIRE)--Aug. 15, 2000--Semper Resources Corp. (OTCBB:SRCR - news) today announced that it has entered into an agreement to acquire the assets of Nicholson Machine and Technology Inc. (www.nicholsonmfg.com)
Nicholson has been one of the few NQA-1 nuclear qualified manufacturing and fabrication operations left in the United States. In addition to large component manufacturing capabilities, the acquisition also includes a key patent in the revolutionary stir wire welding process.
This patent solves the weld termination problem of the exciting state-of-the-art process for multi-metal, very deep automated welds. Applications in aerospace and environmental fields are numerous, especially in situations poising high human risk.
The capacity, history and potential of the operation is hard to understate. This $15,000,000 per year facility, when added to our growing engineering and remediation capacities place Semper squarely in the field of major `design build' operators.
LOS ANGELES--(BUSINESS WIRE)--Aug. 10, 2000--Semper Resources Corp. (OTCBB:SRCR - news), specializing in the consolidation of environmentally related businesses, today announced it has entered into a funding agreement with an investment banking firm for $1,000,000.
Galen Loven, president and CEO of Semper, commented: ``This funding will help us expand our vision and move forward more aggressively to achieve our broader goals. This initial round of funding is a testament to the quality of our roll-up strategy. We are delighted to have this commitment that provides the platform for further important developments including the pursuit of several attractive opportunities in the burgeoning environmental market.'
SANTA MONICA, Calif.--(BUSINESS WIRE)--Aug. 7, 2000--Semper Resources Inc. (OTCBB:SRCR - news) today announced that effective immediately, it has appointed Dr. Galen Dean Loven as president and chief executive officer.
The appointment of Loven to this position signals the initiation of the Norad Corp. consolidation strategy through Semper. Loven is the CEO of Norad and was the creator of this unique and compelling strategy to roll up key sectors of environmentally related industries. Semper is currently completing its acquisition of Norad.
Loven is well suited to this position, with a background that includes venture capital, business ownership and more than a decade's experience as a consultant specializing in complex succession planning and transfer of ownership for closely held businesses.
``Management of Norad and Semper were compelled to accelerate activities to enable the companies to capitalize upon immediate roll-up opportunities,'' remarked Loven.
``Assuming operating control of Semper will allow us to move forward rapidly and not lose certain windows of opportunity. I expect the next few months, if not years, to be extremely active times for us as we build Semper into a vibrant and innovate provider of advanced services and technologies throughout all sectors of our living environment.''
SPOKANE, Wash.--(BUSINESS WIRE)--Aug. 3, 2000--Semper Resources, Inc., (OTCBB:SRCR - news) announced today that it has finalized the definitive agreements for the acquisition of Washington-based NORAD, Inc., a privately held corporation, specializing in the consolidation of environmentally related businesses, The transaction has been agreed upon with control of Norad already tendered to Semper. Final closing and filing Form 8K will be timed to completion of Norad's June 30 year end audit. To take advantage of immediate acquisition opportunities Norad has agreed to allow Semper immediate access to its industry consolidation strategy. Semper will implement aggressive action to bring the potential of Norad's program to the Company.
Norad, Inc., founded in 1998, has spent the last 2 years developing a strategic technology IESCRETE(TM), a proprietary chemistry for the treatment of contaminated soil and stabilization, as well as innovating and perfecting its unique consolidation program. IESCRETE(TM) is a proprietary chemistry for contaminated soil solidification and stabilization. This process binds toxins and surrounding soils into a hard, cement like product which is safe and suitable for reuse in applications such as road bases. The recycling potential of IESCRETE(TM), and its cost efficiency, makes it a product of the future as the United States begins to approach environmental remediation with a recycling perspective similar to European developments. IESCRETE(TM) is also highly effective in other applications such as closing and capping mine tailings. In a recently completed EPA sponsored one-year test of technologies available for in place mine tailings capping, IESCRETE(TM) was identified as the most effective and inexpensive process. Norad expects the potential for this product to expand exponentially over the next 5 years. |
