Sancilio sold certain assets to K.D. Pharma Bexbach

  • Background: Sancilio Pharmaceuticals Company, Inc. (“Sancilio”), based in Riviera Beach, FL, is an integrated specialty pharmaceutical company that develops, manufactures, and commercializes pharmaceutical products, over-the-counter and behind-the-counter products, and dietary supplements in the dental and women’s health markets.
  • Cassel Salpeter:
    • Served as financial advisor to the Company
    • Ran a competitive sales process, identifying and contacting over 300 strategic and financial parties
    • Provided assistance throughout all phases of the Chapter 11 Section 363 sales process, due diligence, and auction
  • Challenges:
    • Expedited sales timeline with less than six weeks to identify and solicit interest from potential bidders
    • Simultaneous, multiple sales processes for different divisions of the Company
  • Outcome: On August 1, 2018, the Ocean Blue division of Sancilio Pharmaceuticals Company, Inc. was purchased by K.D. Pharma Bexbach GmbH, headquartered in Bexbach, Germany.

Sancilio sold certain assets to Micelle Biopharma

  • Background: Sancilio Pharmaceuticals Company, Inc. (“Sancilio”), based in Riviera Beach, FL, is an integrated specialty pharmaceutical company that develops, manufactures, and commercializes pharmaceutical products, over-the-counter and behind-the-counter products, and dietary supplements in the dental and women’s health markets.
  • Cassel Salpeter:
      • Served as financial advisor to the Company
      • Ran a competitive sales process, identifying and contacting over 300 strategic and financial parties
      • Provided assistance throughout all phases of the Chapter 11 Section 363 sales process, due diligence, and auction
  • Challenges:
      • Expedited sales timeline with less than six weeks to identify and solicit interest from potential bidders
      • Simultaneous, multiple sales processes for different divisions of the Company
  • Outcome: On August 8, 2018, Altemia and the ALT Platform, a Phase III ready product for the treatment of sickle cell disease; a prenatal and dental portfolio of prenatal vitamins and fluorides; and the plant and labs of Sancilio Pharmaceuticals Company, Inc., were purchased by Micelle Biopharma, Inc.

Convert has been acquired by Abbey Road Capital

  • Background: Convert IT Marketing, LLC (“Convert”), founded in 2011 and based in Ft. Lauderdale, FL, provides outsourced pay-per-click marketing solutions for local law firms in specialty practices throughout the U.S. Convert IT’s unique and proprietary strategies deliver superior performance to its 500+ customers in terms of cost and quality of leads, placing it in the top 1% of all digital marketers serving the legal vertical.
  • Cassel Salpeter:
      • Served as exclusive financial advisor to the Company in its divestiture of the Neo Urinary conduit assets
      • Ran a competitive sales process, identifying and contacting strategic and financial parties
      • Provided the owner with advice from pre-engagement to post-close
    • Challenges:
      • Limited buyer universe
      • Multiple offers ahead of the completion of initial calls
  • Outcome: On August 31, 2018, Convert IT was purchased by Abbey Road Capital.

Aviation Deal Report Q2 2018

Today’s heated political climate creates new set of potential internal/external conflicts

By James S. Cassel

Although the World Cup has traditionally been divisive on a country basis, people in the U.S. have generally retained their civility. The same cannot be said about the impact of today’s highly charged political climate on the U.S. middle-market workplace. It is creating new internal and external corporate divides with the potential to cause significant harm to businesses, including everything from their corporate culture to their bottom lines.

Increasingly, companies big and small are struggling with many of the conflicts nations are facing — with the added pressure of ensuring they do not encroach on their employees’ freedom of speech while they manage any potentially damaging conversations.

Consider when Delta Air Lines moved to end a discount for National Rifle Association members, a Republican politician spearheaded a fight in the legislature to kill $40 million in jet fuel tax breaks for the airline. Similarly, politics is causing companies to lose long-term customers, simply because business owners or employees have made their political views known.

Employees today are trying to shape who their companies do business with based on their own political or religious views. Some have voiced disapproval with doing business with governmental agencies, including the US Defense Department. Do we want countries like China having access to the best technology people and the U.S. not? These are complex, controversial issues.

Currently, if you and/or your company share political views on social media, your company might be judged for it, and you may lose valuable employees, clients, and community partners. For some, expressing their political views and standing up for their principles has become more important than retaining employees or clients. The key is to make conscious decisions and be prepared for the consequences.

Following are some considerations and guidelines based on our experience working with middle-market business owners:

First, you should decide whether and how your business will become involved in what might become controversial issues. Evaluate the companies that have gotten involved on both sides of the immigration issue and how this has impacted their businesses. For many businesses, expressing political viewpoints and/or taking sides is part of their culture and they should perhaps continue. Appropriate company policies — including rules for employee behavior on social media and other public forums — should be developed.

Companies of all sizes are beginning to learn this the hard way. Following its widely publicized firestorm last year after an employee circulated a memo regarding the role of gender differences in keeping women underrepresented

in the technology industry, Google introduced new rules for internal company debate within its hallways and online discussion forums, according to news reports. The rules are designed to help minimize the fallout of future controversies by managing the conversations before things spiral out of control publicly..

Effectively implementing policies will require mutual understanding and buy- in. Company-wide workshops should be considered.

If you are finding divisiveness among your employees and decide that you should get involved, consider sensitivity training or developing ways to help them find common ground. Political debates can be healthy when the participants respect each other and understand that everyone does not have to agree. Everyone should strive to understand each other’s viewpoints and ultimately make their own personal decisions. If the discussions become divisive, they should simply agree to stop talking about it from a company standpoint and continue working together productively. Civility is key.

Clearly, unlike with the World Cup, there are moral and political issues at stake that have significant impacts on people, their lives and our country. Companies that implement the right policies and protocols to manage the differing viewpoints will protect their best interests and position themselves for continued success — no matter how divisive our political climate continues to become.

Click here to view the original article.

Q2 2018: Tech Deal Report

Cassel Salpeter & Co. Acts as Exclusive Financial Advisor in Sale of CORD:USE

Cassel Salpeter & Co., LLC, a middle-market investment banking firm providing merger, acquisition, divestiture and corporate finance services, represented CORD:USE Cord Blood Bank (“CORD:USE”) in its sale to Cryo-Cell International, Inc. (“Cryo-Cell”).

CORD:USE, based in Orlando, FL, is a leader in the cord blood and cord tissue banking industry. CORD:USE operates a family bank in Orlando and a public bank based out of the Duke University Medical Center in Durham, NC. Co-founded by a board-certified obstetrician, Dr. Edward Guindi, and his business partner Michael Ernst, together they assembled a world class team of experts in the field and established relationships with some of the leading obstetrical centers in the U.S. Known for their high quality, the CORD:USE banks participated in over 660 stem cell transplants since inception.

Cassel Salpeter advised CORD:USE in evaluating strategic alternatives and ran a process to contact both potential financing sources and acquirers and solicit offers for the Company. During this process, several entities tendered offers to acquire the Company. Cassel Salpeter advised CORD:USE throughout this process, which resulted in Cryo-Cell  acquiring substantially all of CORD:USE’s assets. In connection with the transaction, Cassel Salpeter provided a fairness opinion to the Board of Directors of CORD:USE. Ira Leiderman, Managing Director, Healthcare, who has years of experience helping quality, middle-market life science companies raise capital and complete mergers and acquisitions, joined Vice President Laura Salpeter in leading the Cassel Salpeter team.

CORD:USE Chief Executive Officer Dr. Edward Guindi said: “The Cassel Salpeter team was at our side throughout the transaction. They continuously advised us through the many twists and turns of the deal and their determination did not waiver. It was a pleasure to work with them.”

About Cassel Salpeter & Co.

Cassel Salpeter & Co., LLC is an independent investment banking firm that provides advice to middle market and emerging growth companies in the U.S. and worldwide. Together, the firm’s professionals have experience providing private and public companies with a broad spectrum of investment banking and financial advisory services, including: mergers and acquisitions; equity and debt capital raises; fairness and solvency opinions; valuations; and restructurings, such as 363 sales and plans of reorganization. Co-founded by James Cassel and Scott Salpeter, the firm provides objective, unbiased, results-focused services that clients need to achieve their goals. Personally involved at every stage of all engagements, the firm’s senior professionals have forged relationships and completed hundreds of transactions and assignments nationwide. The firm’s headquarters are in Miami. Member FINRA and SIPC. More information is available at www.CasselSalpeter.com.

Does Your Company Need a Research and Development Team?

If you’re a big company that depends on growth and finding new revenue streams, it can be very important to have one. Read on to learn what goes into building a research and development wing in your business.

By Geoff Williams

Do you think your business needs a research and development department? That may be a sign that it’s time you started one—or at least started seriously thinking about it.

After all, if your company sells products and services, those products and services aren’t going to materialize out of thin air. You may need to devote money, time and resources to inventing them.

So if you’re exploring the idea of starting an R&D department, you may want to consider trying these steps.

1. Think about the size and scope of your research and development department.

According to brand consultant Peter Friederichsen, having some sort of research and development department can be beneficial. (Friederichsen is also partner at the Blake Project, a brand strategy consultancy headquartered in Westlake Village, California.)

“[Management consultant and author] Peter Drucker once observed that the only purpose of business is to create a customer,” he says, “therefore the two most important functions a business has are marketing and innovation. The rest is just overhead. So every business needs R&D to some degree in order to continue to innovate.”

Research and development can certainly be vital to the health of some companies. These companies use their departments to create products and services that can end up generating millions, if not more, in new revenue. If it wasn’t so important, companies wouldn’t invest as much as they do in R&D.

According to the data gathered by financial research company FactSet and supplied by a FactSet representative, Amazon.com spent the most on R&D in 2017: $16.1 billion. Plenty of other firms are spending billions, too: Intel spent $12.7 billion on R&D, while Microsoft spent $12.3, Johnson & Johnson, $9 billion and Ford, $7 billion.

If you own a small accounting firm staffed with three accountants, you might not be in the position to hire another two or three people to run a research and development team, much less spend billions on R&D. But you can still could devote some time and money to R&D.

There are plenty of informal ways of having a research and development team.

In the example of the small accounting firm, that can look like:

  • staying on top of customer trends, by, say, attending an industry conference once a year.
  • discussing with your employees once a month how customers and trends are changing.
  • collecting and organizing feedback from your customers.

“Every business should consider R&D,” says James Cassel, co-founder of the investment banking firm Cassel Salpeter, based out of Miami. “Even a company like a restaurant might want to develop new recipes or technology to better operate, innovate or simply cut its costs.”

2. Ask yourself how much funding you want to devote to your R&D.

“Different categories have different needs for R&D,” Friederichsen says. “Obviously electronics, technology or pharmaceuticals will always have a greater need than many other categories and will spend more against that in their business plan.”

Marketing can be a form of research and development, if you’re using marketing dollars to learn more about your consumer (think: focus groups).

“Small companies should allocate at least 1 to 2 percent of their marketing budget against ongoing research to their target, to make sure they stay on target and are aware of and addressing changing needs of their customers,” he suggests.

But there really isn’t a formula to help you determine how much your company should spend on research and development.

“Every business is different, and different industries can afford varying amounts,” Cassel says. “There are no given set of numbers that will fit every circumstance as to how many people or how much money a company should spend towards R&D.

“The important point,” he continues, “is to spend on it and not be left behind. Companies need to innovate, and they shouldn’t need to go outside the company to buy or license everything they need.”

3. Check with your tax accountant.

You may be eligible for the research and development tax credit, also known as the research and experimentation tax credit, which has been around since 1981.

According to the HR technology and payroll firm Gusto, which analyzed over 60,000 businesses from June 15, 2017 to April 16, 2018, the average federal R&D tax credit claim for Gusto customers was $31,890.

The same report also noted that while tech companies are the top claimants of the federal R&D tax credit on Gusto’s platform, numerous non-tech firms also routinely claim the credit, such as furniture stores and wholesalers.

Interested in the credit, but aren’t sure you qualify? Take heart: You don’t need an official research and development department to get the credit.

“The research and experimentation tax credit is a general business tax credit for companies that spend resources on research and development costs in the United States,” says Paul Joseph, a certified public accountant at Joseph & Joseph Tax and Payroll in Williamston, Michigan.

“There are a number of exclusions to the research and development credit and each individual company may qualify for the general tax credit,” he continues, “however, you should consult with a tax professional to determine whether or not an exclusion applies.”

That’s a good idea. There’s a special formula involved to come up with the dollar amount for the credit, which includes wages, cost of supplies, your overhead and other expenses. Unless you own a tax accounting firm and are an expert on these sorts of things, you may want a tax accountant or software to help guide your credit claim.

4. Make sure your R&D’s goals are identifiable and measurable.

As Nancy Shenker, CEO of theONswitch, a marketing firm in Scottsdale, Arizona, says, “You need to define what research means for your organization. Understanding and tracking trends or competition? Analyzing your current customer base?… Knowing what questions you’re asking, and why, is the first and most important step.”

Whatever your goals are, it’s important to make sure the people running research and development have a mission. It’s easy for a team to lose focus when a lot of time is spent brainstorming and being told, “Hey, if you fail, that’s okay, because it’s all part of the experimentation process.”

Don’t misunderstand: All of that encouragement—and being fine with ideas flopping—can be helpful. After all, a research and development team needs to take creative risks to come up with useful ideas; failure and a lot of dead ends and false starts are often part of the innovation process.

That said…”Hold R&D as accountable as every other department,” says Jan Bednar, CEO of ShipMonk, a fulfillment and shipping company based in Deerfield Beach, Florida.

“Obviously, R&D has different KPIs [key performance indicators] than your marketing, sales or customer support departments, but the team still updates me on their progress weekly along with every other department,” Bednar says. “This way, we can eliminate navel-gazing and ensure that we are moving forward towards the path to long-term solutions.”

It’s all too easy to imagine your research and development department as a place where money and time go to die. But as you saw earlier, some of the biggest and most successful companies generally have people working on R&D. If you’re able to create a successful research and development department, someday you may wonder how your company managed without one.

Click here to view the original article.

40 Under 40 Class of 2018 reveal Part 3: Here are the next 10

By Emon Reiser

Philip Cassel Director Cassel Salpeter & Co.

Here it is: The third installment of the South Florida Business Journal’s 2018 Class of 40 Under 40 honorees.

This year, we are announcing the honorees in four installments. We announced the first 10 on June 22the second 10 on June 25 and will reveal the final 10 on June 27. Honorees are revealed in random order.

See the third set of 10 honorees in the gallery above.

SFBJ received hundreds of nominations for our 40 Under 40 program.

The 40 Under 40 Awards recognize young professionals in Broward, Miami-Dade and Palm Beach counties for outstanding success and contributions to their community. They were selected from hundreds of nominations and represent some the region’s most entrepreneurial and influential young leaders.

Click here to view original article.

Cassel Salpeter & Co. Secures Senior Debt Financing for Lakewood Organics

Cassel Salpeter & Co., LLC, a middle-market investment banking firm providing merger, acquisition, divestiture and corporate finance services, represented Florida Bottling, Inc. d/b/a Lakewood Organics (“Lakewood”) in securing senior debt financing from Fifth Third Bank. The financing will support numerous growth initiatives.

Lakewood, based in Miami, FL, is an independent family juice company bottling a diverse line of pure organic and premium fruit juice products. The Lakewood story began in 1935 with its founder, Fred Fuhrman, and a small fresh fruit facility in the Allapattah neighborhood of Miami from which Fred would deliver fruits and juices to the hotels on Miami Beach. From that modest beginning, Lakewood has expanded its distribution across the U.S. and dozens of countries. Fred’s son, Thomas, took over from his father in the late 1970’s and pioneered Lakewood’s trademark “Fresh Pressed” line of not-from-concentrate juices. Fred’s grandson, Scott Fuhrman, eventually took the reins from Thomas and currently serves as Chairman and Chief Executive Officer. Scott’s three daughters – Eleanor, Amelia, and Penelope – are the fourth generation of Lakewood ownership. The Fuhrman family takes great pride in being a responsible steward of the Lakewood brand, and holds true to its mission to provide the best quality juices to its customers.

Cassel Salpeter advised Lakewood in evaluating its financing options and provided assistance throughout the due diligence and closing process. Cassel Salpeter Director Philip Cassel led the assignment. Cassel has years of experience helping quality, middle-market businesses raise capital and complete mergers and acquisitions.

Lakewood’s Chairman and Chief Executive Officer Scott Fuhrman said: “I am grateful for the good advice and guidance that Cassel Salpeter provided in connection with the financing transaction. The financing will support numerous growth initiatives to capitalize on the fast-growing organic shelf space.”

About Cassel Salpeter & Co.

Cassel Salpeter & Co., LLC is an independent investment banking firm that provides advice to middle market and emerging growth companies in the U.S. and worldwide. Together, the firm’s professionals have experience providing private and public companies with a broad spectrum of investment banking and financial advisory services, including: mergers and acquisitions; equity and debt capital raises; fairness and solvency opinions; valuations; and restructurings, such as 363 sales and plans of reorganization. Co-founded by James Cassel and Scott Salpeter, the firm provides objective, unbiased, results-focused services that clients need to achieve their goals. Personally involved at every stage of all engagements, the firm’s senior professionals have forged relationships and completed hundreds of transactions and assignments nationwide. The firm’s headquarters are in Miami. Member FINRA and SIPC. More information is available at www.CasselSalpeter.com.

About Lakewood Organics  

Lakewood, based in Miami, FL, is an independent family juice company bottling a diverse line of pure organic and premium fruit juice products. The Lakewood story began in 1935 with its founder, Fred Fuhrman, and a small fresh fruit facility in the Allapattah neighborhood of Miami from which Fred would deliver fruits and juices to the hotels on Miami Beach. From that modest beginning, Lakewood has expanded its distribution across the U.S. and dozens of countries. Fred’s son, Thomas, took over from his father in the late 1970’s and pioneered Lakewood’s trademark “Fresh Pressed” line of not-from-concentrate juices. Fred’s grandson, Scott Fuhrman, eventually took the reins from Thomas and currently serves as Chairman & CEO. Scott’s three daughters – Eleanor,  Amelia, and Penelope – are the 4th generation of Lakewood ownership. The Fuhrman family takes great pride in being a responsible steward of the Lakewood brand, and holds true to its mission to provide the best quality juices to its customers.