NOVUME SOLUTIONS, INC. (NVMM) SPO
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|Company Name||NOVUME SOLUTIONS, INC.|
|Company Address||14420 ALBEMARLE POINT PLACE
CHANTILLY, VA 20152
|CEO||Robert A. Berman|
|Employees (as of 1/22/2018)||121|
|State of Inc||DE|
|Fiscal Year End||12/31|
|Shares Over Alloted||--|
|Shareholder Shares Offered||--|
|Lockup Period (days)||180|
|Quiet Period Expiration||--|
We estimate that the net proceeds from the sale of3,156,566unitsoffered by us in this offering at an assumed public offering price of $3.96 per unitwill be approximately $10.7 million or $12.4 million if the underwriters exercise their overallotment option in full, and after deducting the estimated underwriting discount and estimated offering expenses and excluding the proceeds, if any, from the exercise of the warrants included in the units issued in this offering. A $1.00 increase (decrease) in the assumed public offering price of $3.96 per unit would increase (decrease) the net proceeds, after deducting the estimated underwriting discount, that we receive from this offering by approximately $2.9 million, assuming that the number of units offered by us, as set forth on the cover page of this prospectus, remains the same. Each increase (decrease) of one million shares in the number of units offered by us would increase (decrease) the net proceeds that we receive, after deducting the estimated underwriting discount, from this offering by approximately $3.6 million, assuming that the assumed public offering price remains the same. We intend to use the net proceeds that we receive from this offering for purchase consideration for the acquisition of NeoSystems, working capital and other general corporate purposes, including technology and development and marketing activities, general and administrative matters and capital expenditures. Total cash consideration for the acquisition of NeoSystems is expected to be approximately $7.25 million, which comprises $5 million in cash and up to $2.25 million to redeem shares of NeoSystems preferred stock at closing. We also anticipate paying approximately $600,000 in transactional fees associated with the acquisition. We do not anticipate that we will require additional funds to consummate the acquisition. We may also use a portion of the net proceeds to invest in or acquire third-party businesses, products, services, technologies, or other assets. However, we do not currently have any definitive or preliminary plans with respect to the use of proceeds for such purposes.
We believe that the sectors in which we operate are highly fragmented and characterized by many smaller companies generally having fewer than ten employees. These companies tend to focus their operations on local customers or specialized niche activities. As a result, we compete with a large number of smaller, more specialized companies that concentrate their resources in particular areas of expertise. The extent of our competition varies according to sectors and geographic areas. We believe we compete on the quality of service, relevant experience, staffing capabilities, reputation, geographic presence, stability, and price. Price differentiation remains an important element in competitive tendering and is a significant factor in bidding for contracts. The importance of the foregoing factors varies widely based upon the nature, location, and scale of our clients’ needs. We believe that certain economies of scale can be realized by service providers that establish a national presence and reputation for providing high-quality and cost-effective services. Our ability to compete successfully will depend upon the effectiveness of our marketing efforts, the strength of our client relationships, our ability to accurately estimate costs and bid for work, the quality of the work we perform and our ability to hire and train qualified personnel.
We are a leading provider of support services to the government contracting market. Generally speaking, our clients are companies that serve the government. We: . Capture business by helping our clients to win government contracts. . Manage risk by being prepared for, and responding to,
disruptive events and creating secure systems. . Run client back-end services by providing accounting, HR, IT, and other managed services. . Perform their contract requirements by providing specialized staffing services, primarily in the aerospace and aviation industry. We support the government contracting industry that: . Represented over $439 billion of U.S. federal government spending in FY 2017 according to USASpending.gov. . Has proven to be relatively recession resistant. . According to the U.S. federal government’s System for Award Management (“SAM”) database, as of January 2, 2018 there are over 528,000 government contractors of which over 52,000 are located in Washington, DC, Maryland and Virginia, many of which are located in an area commonly known as the “Beltway” which is in close proximity to our headquarters. We see the professional services support industry in which we operate as: . Highly fragmented. . Comprised of numerous small- and medium-sized businesses that are ripe for consolidation. We believe these factors provide tremendous growth opportunities for us. Government Contracting Support Solutions Our solutions assist government contractors with critical aspects of their business. Our services include: . Outsourced accounting and finance services . Managed information technology solutions . Cloud hosting and security . Market intelligence and opportunity identification . Capture and strategic advisory . Proposal strategy and development . Teaming support . Managed human capital services Our services also help commercially-focused firms gain entry into the government contracting market. Since 1983, we have assisted clients in winning over $160 billion of government contract awards. Risk Mitigation and Crisis Management We combine best practice consulting with proven crisis management expertise, empowering clients to both anticipate and evaluate risks and manage crises when they occur. We assess, audit, develop, train and test strategies and programs encompassing: . Predictive intelligence . Business continuity . Risk assessment . Crisis management and communications . Emergency and cyber incident response . Behavioral risk and threat assessment . Workplace violence prevention We are focused on prevention in addition to planning and response initiatives. For example, our behavioral risk and threat assessment program, BERTHA®, positions organizations to prevent violence from occurring. This program enables our clients to identify early warning signs that may be exhibited by an individual long before they are on a path to violence. By educating others on emerging threats and strategies to combat those threats, we increase awareness of our initiatives through no-fee webinars, stress tests, and social media and blog articles that include analyses by members of our highly-credentialed expert council. We partner with industry associations and aggregators to deliver meaningful risk mitigation strategies and education. We also serve clients ranging from some of the world’s largest global companies to main street businesses, public and private and across all industry sectors. We offer services to clients that enhance their ability to manage risk and respond to adverse events, thereby minimizing people, brand, reputation, financial, legal and regulatory impacts. Specialty Staffing We provide the Department of Defense and the aerospace and aviation industry with experienced maintenance and modification specialists. We also provide quality specialized contract personnel, temp-to-hire professionals, direct hires, and temporary or seasonal hires to a diverse group of companies nationally. Furthermore, we have been instrumental in placing highly-skilled technical professionals in some of the world’s most prestigious engineering firms and government facilities for over 20 years. Some of the professionals that we place in the aerospace industry include: FAA Certified Airframe & Power Plant Mechanics . Avionics and Embedded Software Engineers, . FCC Certified Avionic Technicians . I.A. Licensed Aircraft Inspectors . Flight Test Engineers . Process/Repair Engineers . Simulation Engineers --- Our principal executive offices are located at 14420 Albemarle Point Place, Suite 200, Chantilly, Virginia 20151 and our telephone number is (703) 953-3838. Our website address is www.novume.com.
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