Capital Advisory

First Capital Investors assists you in the capital advisory arena in four (4) key areas. Each of these functions is vital to the health of your company and creates long-term value for shareholders. These four (4) areas of specialization include:

1. Capital Formation
2. M&A Activity
3. Stock Exchange Advisory
4. Business Advisory

Capital Formation

In order for most small companies to grow and expand in a competitive marketplace, the availability of capital is the most critical component to ensuring success. First Capital Investors works with you, hand-in-hand, to find the most appropriate forms of capital by identifying the needs of the company, and then finding the capital structure that best fits that need. Our advisors will review all of the necessary corporate documentation and accounting data, including: corporate business plans (managerial business plan, financial business plan, marketing business plan), balance sheet, income statement, statement of cash flows, current investment position (current cash and short-term investments as well as long-term investments, debt ratio analysis, various cost of capital and much more).

Once our advisors have reviewed this information in detail, we can then develop the proper capital formation and a customized strategy for obtaining the necessary capital to achieve the desired results. We will identify and communicate with the appropriate financial groups that are most likely to provide the required capital at the most favorable terms to your company. We have pre-existing relationships with various venture capital firms, angel investors and lending institutions. We will introduce you to our funding sources, if appropriate, and we will secure introductions to new sources as needed. Our Capital Advisory group will work with your Investor Relations department in the development of professional investor information and marketing packages that are designed to not only attract new investors, but ultimately to secure the desired capital requirements. If you utilize the Investor Relations services of First Capital Investors on a contractual basis, the development of these materials will be a seamless transition for your team.

Generally speaking, there are two methods to obtain financing for various corporate activities, Equity Investments and Debt Financing. Depending on a number of factors, including your company's cost of capital and access to new investment from outside investors, these two methods can be broken down into the following sub-methods:

• Equity Financing
• Initial Public Offerings (IPOs)
• Secondary Offerings (Aftermarket)
• Private Placements
• Government Grants
• Strategic Alliances
• Joint Ventures
• Stock Options and Warrants
• Venture Capital Funds
• Angel Investors
• Debt Financing
• Commercial Loans
• Lines-of-credit
• Asset Based Financing
• Accounts Receivable Financing
• Convertible Bonds
• Commercial Real Estate Financing
• Commercial Lease Financing
• Bridge Loans
• Government Bond Financing
• Government Loans

M&A Activities (Mergers, Acquisitions, Joint Ventures and Strategic Alliances)

Mergers and acquisitions are effective tools in the growth strategy of any small-cap growth company. From the identification of prospective target companies, to the closing of the deal, First Capital Investors will take a leadership role in the negotiation and capital structure of each transaction. While every deal has the opportunity to be a good partnership for all parties involved, every deal also has the potential to become a costly mistake. Whether your deals are successful or problematic depends on the negotiations that take place before the papers are signed. We are here to help you navigate the obstacles and to ensure that you avoid costly mistakes. We utilize the expertise of business attorneys throughout the process that have vast knowledge in M&A activities. If you already have legal cousel, we will gladly work with them. Issues such as liability, tax consequences, estate planning and more must be thoroughly analyzed prior to signing day. Should you need expert assistance in a specific area, we will introduce you to additional professionals to fill any voids that may be present so that your advisory team is complete.

In addition to providing advisory services to grow your business through mergers and acquisitions, our firm also realizes that at some point the time may come when you will want to be a seller. Perhaps you wish to spin-off a division of your company. Perhaps you are nearing retirement and wish to find a buyer for the entire company. Whether you are a publicly traded conglomerate or a privately held family corporation, we stand ready to assist you at this critical time, providing consulting services to help you maximize shareholder value.

Stock Exchange Advisory

Our team of advisors will assist your company if your desire is to become a publicly traded corporation. We provide professional advisory services to you in regards to: Initial Public Offerings (IPOs), Reverse Acquisitions/Takeover (RTOs), as well as the desire to move to a larger exchange. There are numerous companies who are either private entities or publicly traded in the Pink Sheets or on NASD OTC that would like to increase their visibility by listing on a larger and more senior exchange such as the Nasdaq Small Cap, the American Stock Exchange, the Nasdaq National Market System or the New York Stock Exchange.

We will assist you in determining which of these is best for your specific situation and the costs/benefits associated with each. Once the appropriate venue has been identified, we then work with you to obtain the necessary requirements of that exchange. Whether it is the identification of new capital to meet regulatory requirements, the marketing of your company to the equity markets to enlarge the investor base, or the development of a relationship with the appropriate broker/dealer, First Capital Investors will be there to provide expert advise, every step of the way.

Business Advisory

There is no doubt that as a corporate executive, you face many challenges on a daily basis to make your company successful. Complex issues require a well-designed plan to solve the problem. We will assist you in developing that plan, and in the implementation. Issues such as corporate structure, compensation and retirement planning, succession and exit strategies, and other complex issues requiring professional guidance are just a few of the business advisory services that we offer. A brief listing of business advisory services includes:

• Business Plan Development (Managerial, Financial and Marketing) - Critical component of convincing funding groups that an investment in your company is a wise decision.
• Strategic Alliances and Joint Ventures - Not unlike a marriage, veteran business leaders know that it is important to choose partners wisely.
• Protection and Valuation of Intellectual Property - Do you know what your products or ideas are really worth?
• Corporate Structure Review - Ensures that the most effective structure is in place.
• Corporate Governance Structure - Develop effective Board of Directors and Committees.
• Interim Management - Assist in location of interim senior management in times of transition
• Compensation Analysis
• Employee Benefit Program Analysis
• Exit Strategies and Succession Planning

Each of these topics alone does not pose a critical threat to the viability of any company. However, the combination of multiple complex issues can create difficult scenarios for even the most savvy business executives. If you have an issue facing your firm that is not listed here, do not hesitate to bring it to our attention and let us help guide you to a successful solution. Our primary goal is to help your company grow.