Detailed Presentation on What Buyers and Sellers Are Looking for When Acquiring or Selling A Business

1. What Buyers Look For Presented by: Southeastern Business Intermediaries, LLC Presented by: Harold Kolbe, President 678-264-8414 [email_address]

3. Why Businesses are Sold

8. Exit Options

16. Valuation

33. EBITDA Multiples Value Drivers 0-3 Times 4-6 Times 6+ Times Profitability Erratic Steady High Business Type Commodities Competitive Technical Business Growth Low Moderate High Customers Transient Steady Large Management OK Good Very Good Market Share Tiny Measurable Large Statements Compiled Reviewed Audited ROE 10% 20% 30% Size Small 5-150 Million 150+ million Terms of Sale Difficult Financing Easy

34. Valuations Market Segmentation by Sales and EBITDA Acquisition Multiples Sales ($millions) 5 150 500 1,000 Size Small Businesses Lower Middle Upper Middle Market EBITDA 2-3x 4-6x 7-8x 8-10x

35. The Selling Process

36. Managing the Selling Process Approximate total labor hours = between 450-550 PLANNING SEARCH DEAL MAKING CLOSING 1 st Meeting - Desire for Info on Selling Process Activate Buyer Search Plan Buyer Visit First Meeting Coordinate Due Diligence Data Gathering/Owner Interview Present 1-Page Business Summary Tour Business Loan Request Package Recast Financial Statements Screen Responses (Financially Qualify Buyer) Probe Buyer Interest Lender Introductions Prepare Valuations Report Determine Buyer Interest Motivate Buyer to Act – Offer to Purchase Assist in Resolving All Issues Obtain Listing Agreement Nondisclosure Agreement Facilitate Negotiations Definitive Purchase Agreement Prepare Confidential Marketing Package Present Confidential Marketing Package LOI or offer to purchase Review Final Documents Close!

43. Marketing a Company The Prospecting Process Buyer databases + Directories + Additional databases + Internet + Print media + PEGS + Other Pool of Prospects Qualified Prospects Blind profile mailing Short list Document package Qualified buyers

45. All About Buyers

56. Be Prepared: Build Value Every Day

60. Steps After Letter of Engagement Letter of Engagement Real Property Listing (if property involved) Exclusive Seller Listing Agreement Gather Financials Copy of any appraisals: Property, Equipment, etc. Tax Returns Executive Summary Overview for Mailing Photo’s and Advertising Blurb Complete profile Enter to Search Engines Mailers Follow Up

63. Closing the Deal

69. Thanks for your attention! Presented by: Southeastern Business Intermediaries, LLC Harold Kolbe, President 678-264-8414 [email_address]