JAMES M. KELLY 20 Hartwell Drive, Foxboro, MA 02035 Mobile: 508-269-7557 ▪ Email: J.Kelly@Verizon.net Leadership Portfolio: http://www.jamesmkelly.net/ ▪ http://www.linkedin.com/in/jjimkelly EXECUTIVE PROFILE An energetic CFO/Senior Financial Executive offering a broad set of core financial strengths along with an entrepreneurial, customer-focused orientation. Proven success leading organic turnarounds in both emerging and large-cap environments. Diverse industry experience in high technology, software, Software-as-a-Service (SaaS), service and manufacturing companies provides a unique perspective to handle business issues efficiently, minimize risk, and anticipate future threats/opportunities. Forward thinking, detail oriented, adaptable, team player who is resilient with an achieving personality. Executed or supported six mergers & acquisitions from both the buy and sell sides. Skilled at maximizing growth and profitability. OPERATIONAL STRENGTHS FINANCIAL STRENGTHS Business Planning, Budgeting P&L Accountability, Shareholder Value Reporting & Forecast Management Mergers & Acquisitions Turnaround, Reengineering Strategy / Business Modeling Software (SaaS) business model Raising Capital (debt and equity) Organic Growth (internal resources) Software Revenue Recognition PROFESSIONAL EXPERIENCE TRADE AREA SYSTEMS, INC., Attleboro, MA 2012-DATE CHIEF FINANCIAL OFFICER Software-as-a-Service (SaaS) provider helping retailers gather critical market intelligence to make better decisions regarding retail real estate locations. Yields clients competitive advantage and high return on investment. Customers like CVS, Family Dollar, Staples, etc. Initial role is to raise equity financing to catapult the Company's growth rate and take advantage of our market position. Developed detailed business and financial plans along with presentation materials. Pitched to 25+ venture capitalists. Typical CFO responsibilities. Also current Editor for Reviews.com for the E-commerce industry. EVERGREEN CAPITAL RESOURCES, INC., Foxboro, MA 2010-2012 CHIEF FINANCIAL OFFICER CONSULTANT Consultant to a variety of start-ups concerning business planning, capital structure, vetting business plans, maximizing process flows, strategies and “what-if” predictive models. Primarily implementing solutions for venture capital backed, high technology software and e-commerce companies focusing them towards sustainable growth and profitability. Selected clients include Permabit, TMC Services, Trade Area Systems and Afides Systems. RATEPOINT, INC., (acquired by Constant Contact), Needham, MA 2008-2010 CHIEF FINANCIAL OFFICER Reporting to the President (entrepreneur of the year for five straight years) of this high-growth software-as-a-service (SaaS) provider. Focusing on tools for the small business market (email marketing, reputation management, etc.). Key driver in raising $10M Series B up-round of financing in difficult venture capital market. Negotiated $4M credit facilities (debt) with Square 1 Bank. Generated first comprehensive budget and key contributor to strategic plan. Implemented countless corporate infrastructure changes to support high growth. JAMES M. KELLY Page 2 Successfully drove and completed first audit ever, encompassing the prior three years. Customer-focused, adding value to the sales organization through increased visibility and reporting. TOP LAYER NETWORKS, INC., (acquired by Coreo), Westborough, MA 2004-2008 CHIEF FINANCIAL OFFICER Reporting to the President of this high-growth network security appliance manufacturer, focusing on the Intrusion Prevention Systems security market, preventing viruses, worms, zero-day threats, denial-of-service attacks, etc. Executive team member, responsible for finance, accounting, administration, operations, manufacturing, information technology legal, investor relations and human resources. Spearheaded new banking relationship with Silicon Valley Bank, brought in a $3M working capital line of credit. Secured $4M Series I round of financing and $6M of subordinated debt financing. Explored and negotiated numerous Merger & Acquisition opportunities, four acquisition offers made. As Chief Operating Officer, managed outsourced manufacturing strategy and relationship. Drove company to Alternative Investment Market (AIM), Initial Public Offering (IPO) on the London Stock Exchange. Road shows to U.K. investment institutions proved that the business case was well received, resulted in positive investment indications. Due to undesirable market timing, the IPO was deferred at the 11th hour. Significant exposure to International Financial Reporting Standards (IFRS). EXECUTIVE FINANCIAL CONSULTANT, Chief Financial Officer (CFO) 2001-2004 Consulting to executive management in reengineering their financial and/or organizational structures. Implemented budgeting processes, key consulting areas in turnaround, business controls and processes, system implementation, management reporting. Key consulting roles are shown below; GOLD WIRE TECHNOLOGY, INC., (acquired by Intelliden), Waltham, MA CHIEF FINANCIAL OFFICER Reported to the President of this access control and network appliance provider, key strategic contributor in evaluating opportunities to unlock corporate value. As CEO, delivered fire-sale of the Company within 23 days of taking lead role. Negotiated and delivered a multi- million dollar asset sale of the company. Led due diligence, transition and integration of M&A activity. Provided financial leadership through CFO role, bringing in additional debt financing. Reengineered cost structures appropriate to the growth, business model and anticipated pipeline, revenues and future cash flows. Managed and completed audits, tax returns, difficult cash flows and new financing within 30 days. PERFORMAWORKS, INC., (acquired by Workscape), Burlington, MA CHIEF FINANCIAL OFFICER Reported to the President of this workforce management enterprise software provider, key contributor in an M&A asset sale to Workscape. Primarily responsible for completing due diligence, integration and transition of the assets. Jumped into interim CFO position and managed prior-year audits, tax returns, and facilitated the sale and asset transition in only a few short weeks. Term sheet to close in 31 days. Saved hundreds of thousands of dollars by negotiating with vendors in the liquidation and wind-down phase of the remaining shell. Other clients included: VERIZON TECHNOLOGY CORP., AFIDES SYSTEMS, and BBN TECHNOLOGIES. GTE FAMILY, multiple locations and subsidiaries spanning over 4+ years aaaa 1997-2001 The below four companies; Baltimore Technologies, CyberTrust, GTE Internetworking and BBN Technologies were all subsidiaries of GTE or related to the spin out of CyberTrust. Nearly five years of contiguous service. BALTIMORE TECHNOLOGIES, INC., Needham, MAaaaaaaaaaaaa 1997-2001 JAMES M. KELLY Page 3 CHIEF FINANCIAL OFFICER Reported to the President of Baltimore’s American Subsidiary, a $50 million high-growth, global internet security software and service provider. Baltimore was a FTSE 100 member on the London Stock Exchange. Member of Executive Team. P&L management and accountability. Dual reporting to global CFO in the United Kingdom and President in the USA, geographic responsibility of US, Canada and South America operations. Reduced quarterly losses from $16 million in Q200 to break even plan by Q301. Designed and implemented payroll, tax, planning, budgeting, forecasting and treasury systems, gaining efficiencies throughout the organization. Engineered and championed job cost system for Baltimore using SAP to track consultant utilization, increasing consultant deployment by 304%. Drove global implementation across company operations. Completed integration of two acquisitions totaling $230 million into the Americas operations (Content Technologies of Seattle, Washington and Nevex Technologies of Toronto, Canada). Built financial team support substantial growth. IT, Logistics and Facilities also reported to the CFO. CYBERTRUST SOLUTIONS, INC., (acquired by Baltimore Technologies), Needham, MA 1997-2001 CHIEF FINANCIAL OFFICER Promoted from Chief Financial Manager at GTE Internetworking, reporting to the President of this $32 million international internet security and hosting service provider. Key member of the executive team responsible for the execution of a spinout to Baltimore Technologies that yielded $150 million of cash and $70 million of profit for GTE. Key executive participant in preparing, presenting and selling the company, yielded four offers and competitive bidding within three months of spin decision. Point-of-contact and responsible for due diligence. Drove corporate, business and systems integration of the merger into Baltimore Technologies. Implemented key performance indicators, metrics and dashboards, gaining significantly higher gross margins. Preparing for the sale, retroactively prepared audited financial statements for the prior three years. Information Technologies, legal and facilities departments also reported to the CFO. Key management driver in all contract negotiations and relations, both for vendors and customers. GTE INTERNETWORKING, Professional Services, (acquired by CyberTrust) Needham, MA 1997-2001 CHIEF FINANCIAL MANAGER Promoted to turnaround this high technology professional services provider. Key executive change agent and leader for highly successful turnaround. Consultant utilization went from 27% to 80% under my watch. 1997 losses of $6 million were reengineered to profits by 1999. This was accomplished through revenue growth, pricing overhaul, overhead reduction, targeted markets, statement-of-work usage and streamlined offerings. Steered margins from negative to a positive 40% by overhauling business model and implementing a variety of cost reductions. Developed long term strategies leading to greater growth and gross margins. BBN TECHNOLOGIES, INC. (GTE Subsidiary), Cambridge, MA 1997-2001 EXECUTIVE FINANCIAL CONSULTANT $200 million high technology professional services contractor and father of the Internet. Evaluated business plans as to viability for management, making recommendations to pursue or discard. A wireless internet provider plan led to a $500 million acquisition bid backed by my recommendation. Key contributor to strategic plans for ventures pursued (satellite, wireless, global networks). THE KELLAWAY GROUP, (acquired by RoadOne), Randolph, MA 1993-1997 CHIEF FINANCIAL OFFICER Reporting to the CEO of this fast-track (231% growth in 2 years), turnaround, privately held, transportation conglomerate (comprised of 14 inter-related corporations). Raised $18 million of cash through various financial instruments (both debt and equity) for this Inc. 500 (1994 & 1995) group, while at the same time reducing the cost of capital rate by 47%. Rescued the company from a workout situation at their lead bank and brought them to a normal situation at Bank JAMES M. KELLY Page 4 of Boston, while tripling their borrowing facility and reducing costs by 25%. Turned company profitable by increasing gross margins 20% and reducing G&A expenses by 18%. Reduced the Days-Sales-Outstanding (DSO) from 95 to 61 days by improving collection techniques. Dramatically increased net worth by $1.3 million in 2 years by transforming a $656,000 operating loss in 1993 to a profit of $805,000 by 1995. Drove implementation of 100-fold increase in network capacity and installed state-of-the-art PBX. PIONEER MEDICAL SYSTEMS, Melrose, MA 1989-1993 CHIEF FINANCIAL OFFICER Second in command for this fast-growing, cash-tight, venture capital backed manufacturer and monitor of personal emergency response systems. Complete CFO responsibilities. Transformed the company's negative monthly cash flows into break-even within 18 months. Increased cash flows by 25% and kept manufacturing concern out of bankruptcy by increasing sales and margins and reducing administrative expenses. Raised $2 million of equity from existing venture capital firm to sustain high-growth business. Raised another $2 million and prevented Chapter 11 by structuring and selling off leases. Increased company growth rate 55% by designing and implementing new leasing programs. Critical role in negotiating lead banks write-off of over $1 million in debt and interest. Restructured employee benefits, reducing costs by 15% while increasing benefits by 20%. NEXUS CAPITAL RESOURCES, Medfield, MA 1987-1989 EXECUTIVE VICE PRESIDENT, COFOUNDER Entrepreneur of equipment leasing firm specializing in medical, municipal, and small ticket leases. Created unique equity products and raised debt and equity to provide high economic returns to investors and low rates to lessees. Structured leases and instituted vendor leasing programs for all three leasing markets. Personally generated over 70% of revenues through municipal leasing product. Recruited a myriad of investors. Extensive leasing experience - origination, brokerage, administration, selling and marketing. Developed and implemented business, marketing and financing plans. FIRST ALLIANCE CORPORATION, Natick, MA 1984-1987 CONTROLLER Third-party leasing company. Managed four distinct groups; Investor Accounting, Corporate Accounting, Investor Relations and Investor Documentation. 500% corporate growth in two years. Won $15 million lease bid with AT&T, yielding a profit of $5 million. Supervised preparation of tax returns for 50 partnerships and trusts and 1,300 Schedule K-1's. EDUCATION Ph.D. candidate (ABD), Kennedy-Western University, Thousand Oaks, CA. MBA, Babson College, F. W. Olin Graduate School of Business, Wellesley, MA, finance and entrepreneurship concentrations – 1988. Ranked #1 in entrepreneurship by U.S.News & World Report for the 19th consecutive year. BSBA, Bryant University, Smithfield, RI, accounting and economics concentrations – 1980 OTHER Past Chairman, (two years) - Foxboro Advisory (Finance) Committee (1989-1993) - key town mediator. Foxboro Gillette Stadium Advisory Committee (nine years). Certified SCUBA diver. Past Vice Chairman, Financial Executive Networking Group (FENG), member of Financial Executives International. White Island Shores Community Association (WISCA) - President and past Vice President. Member of Greater Boston Financial Executives (GBFE).