Business Exit Process

An Effective & Comprehensive Business Exit Process

PRESENTED BY

IAG, LLC. 1925 E Beltline Rd, Suite 550, Carrollton, TX 75006

888-567-3523 Fax: 469-574-7830 • www.intlag.com

Richard D Parker Senior Business Analyst

Since the exit from their business is likely to represent one of the most important, and largest financial events in the life of a business owner it is important to insure the success of that transition through well thought out planning and preparation and impeccable execution. Mr. Parker, is a Senior Business Analyst for IAG, LLC. of Dallas, Texas. He meets with business owners to determine if they have a good probability of being successful with the IAG buyer group. Furthermore he educates business owners on the process of selling their business and coordinates all the financial information needed for valuation preparation, and packaging their business before IAG takes the business to market.

Mr. Parker’s background spans more than thirty years as a Mergers and Acquisitions Advisor, Real Estate Professional and Entrepreneur.

A successful business owner himself, Mr. Parker founded, built and sold three service companies of his own. He clearly appreciates the challenges and emotional issues which business owners face when exiting their business.

As a Mergers and Acquisition professional, Mr. Parker has provided personal consultation to hundreds of business owners in various industries regarding valuation and successful exit planning. He brings vast experience and insightful review to any business owner contemplating value building strategies and the eventual sale of their business.

Mr. Parker holds a Bachelor’s of Science degree from Henderson State University, Arkansas.

IAG, LLC. 1925 E Beltline Rd, Suite 550, Carrollton, TX 75006

888-567-3523 Fax: 469-574-7830 • www.intlag.com

Who We Are

History and Description

IAG, LLC is a business intermediary consulting firm, facilitating the buying and selling of businesses. For more than 25 years the Management Team has been a leader in the industry and has helped the owners of privately-held companies "cash in" on all their hard work and get the best payoff possible.

Services include consulting services, securing accredited third party business valuations and pro forma portrayals of future business performance, seller-buyer matching, providing funding resources for buy/sell transactions, and tax planning and deal structure analysis.

The company’s goal is to empower business owners to utilize IAG proprietary Merger & Acquisition process of Valuing and selling their businesses. IAG will locate buyers, engage them in a competitive process, and help our clients negotiate successful transactions. IAG knows what’s important to you so we do this while protecting the confidentiality of your business and minimizing litigation and other risks.

What We Do Operations

When an owner decides to sell a business, what is needed most are serious potential buyers. IAG, through national and international advertising and electronic media, reaches 150 to 200 million readers quarterly to attract these prospective buyers. The business for sale is added to an extensive database that matches interested buyers and sellers on criteria such as primary business activity, location and asking price along with other mission critical criteria.

IAG effectively reaches businesses across North America, including markets where sellers may have an especially difficult time locating buyers themselves. Sellers responding to IAG are contacted by one of the company’s more than 60 Business Analysts nationally. Our professionals have assisted buyers and sellers in hundreds of transactions in a variety of industries. These specially trained professionals meet with business owners to determine if they have a good probability of being successful with our buyer group and educate them on the process of selling their business and coordinating all financial information needed for valuation preparation, and packaging their business before IAG takes the business to market, thus making IAG one of the largest M & A companies of its kind.

Our Strategic Partners Dallas Regional Chamber

The Dallas Regional Chamber is the area’s leading membership-driven business organization committed to promoting economic prosperity by leading economic development, driving improvements in public education, influencing public policy, and catalyzing and advocating for regional partnerships. The Chamber is a not-for-profit organization comprising businesses representing all facets of the North Texas business community.

Association for Corporate Growth

Founded in 1954, ACG is a global organization with 56 chapters. Doing business is at the heart of the ACG membership experience. Chapters in the U.S., Canada, Europe and Asia bring deal makers together to help them achieve their business and professional goals.

AxialMarket

AxialMarket provides online tools and analytics to intelligently connect qualified buyers and sellers of privately held companies. AxialMarket’s deal management platform has been used by active lower middle market financial buyers, strategic buyers, and M&A Advisory firms to source, manage, and execute private M&A and financing transactions.

IAG, LLC. 1925 E Beltline Rd, Suite 550, Carrollton, TX 75006

888-567-3523 Fax: 469-574-7830 • www.intlag.com

Our Objectives To Find Viable Businesses With Owners Who Are Willing To Commit Themselves To The Process Of Attracting Qualified Buyers.

To Help Them Quantify The Business Value And Portray The Financial Future Of The Business To Buyers.

To Help Them Confidentially Expose Their Business To Optimal And Qualified Buyers

IAG, LLC. 1925 E Beltline Rd, Suite 550, Carrollton, TX 75006

888-567-3523 Fax: 469-574-7830

SELECT M&A TOMBSTONES THAT HAVE BECOME PUBLIC INFORMATION

1 Mossberg Sanitation, Inc and Midwest Sanitation Co., Inc HAVE BEEN ACQUIRED BY:

Permian Fabrication and Services LP HAS BEEN ACQUIRED BY:

Innovus Investment Holdings, LLC. HAS ACQUIRED THE ASSETS OF:

Larsen MacColl AFCO C&S LLC A Porfolio Company of Larsen MacColl LP

Houston, TX

IAG Professional Team and/or Its Associates Have Assisted In This Transaction

IAG Professional Team and/or Its Associates Have Assisted In This Transaction

Window-Shade Distributors, Inc. Houston, TX IAG Professional Team and/or Its Associates Have Assisted In This Transaction

Hammer’s Quality Business Systems, inc.

KING OIL - BEST BY TEST

King Oil Company

HAS BEEN ACQUIRED BY:

HAS BEEN ACQUIRED BY:

A PRIVATE INVESTOR

SafeGuard Business Systems, Inc. A Division of Deluxe Corporation

SafeGuard Business Systems, Inc. A Division of Deluxe Corporation

IAG Professional Team and/or Its Associates Have Assisted In This Transaction

IAG Professional Team and/or Its Associates Have Assisted In This Transaction

IAG Professional Team and/or Its Associates Have Assisted In This Transaction

Hagerstown, MD

HAS BEEN ACQUIRED BY: Dallas, TX

Worswick Industries

Dallas, TX

EXPRESS SHUTTLE Express Shuttle

Imak Products Corporation

Worswick Industries Inc.

HAS BEEN ACQUIRED BY:

HAS BEEN ACQUIRED BY:

HAS BEEN ACQUIRED BY:

Brown Medical Industries

RF Industries

Super Shuttle

IAG Professional Team and/or Its Associates Have Assisted In This Transaction

Turbo International HAS BEEN ACQUIRED BY:

IAG Professional Team and/or Its Associates Have Assisted In This Transaction

IAG Professional Team and/or Its Associates Have Assisted In This Transaction

Compucraft Industries Inc.

Express Shuttle

HAS BEEN ACQUIRED BY:

Tropicana Cafe

DBI Capital

HAS BEEN ACQUIRED BY:

DBI Capital

Techniform Dallas

IAG Professional Team and/or Its Associates Have Assisted In This Transaction

IAG Professional Team and/or Its Associates Have Assisted In This Transaction

IAG, LLC. 1925 E Beltline Rd, Suite 550, Carrollton, TX 75006

A Private Individual IAG Professional Team and/or Its Associates Have Assisted In This Transaction

888-567-3523 Fax: 469-574-7830

SELECT M&A TOMBSTONES THAT HAVE BECOME PUBLIC INFORMATION

2 The Jim Myers, Inc chain of Pharmacies

Asher Agency HAS BEEN ACQUIRED BY:

HAS BEEN ACQUIRED BY: CVS Pharmacy (CVS)

Eastport Holdings IAG Professional Team and/or Its Associates Have Assisted In This Transaction

IAG Professional Team and/or Its Associates Have Assisted In This Transaction

UCH Pharmaceutical Services, Inc

J Squared P Holdings, LLC

HAS BEEN ACQUIRED BY:

HAS BEEN ACQUIRED BY:

HAS BEEN ACQUIRED BY:

Walgreen Co. (WAG)

IAG Professional Team and/or Its Associates Have Assisted In This Transaction

HAS BEEN ACQUIRED BY:

Systems Group

Walgreen Co. (WAG)

Synalloy Corporation (SYNL)

IAG Professional Team and/or Its Associates Have Assisted In This Transaction

IAG Professional Team and/or Its Associates Have Assisted In This Transaction

IAG Professional Team and/or Its Associates Have Assisted In This Transaction

Another Line, Inc. HAS BEEN RECAPITALIZED WITH & INTO:

HAS BEEN ACQUIRED BY:

HAS BEEN ACQUIRED BY: Lodis Accessories, Inc.

KODIAK BUILDING PARTNERS LLC

IAG Professional Team and/or Its Associates Have Assisted In This Transaction

IAG Professional Team and/or Its Associates Have Assisted In This Transaction

IAG Professional Team and/or Its Associates Have Assisted In This Transaction

Sound Perfection, Inc.

West Texas Plastics

HAS RECAPITALIZED WITH & INTO:

HAS BEEN RECAPITALIZED BY:

The Lazarus Group

Vancouver Oil Company, Inc.

SP Technologies, LLC

HAS BEEN ACQUIRED BY:

Jubitz Corporation

IAG Professional Team and/or Its Associates Have Assisted In This Transaction

IAG Professional Team and/or Its Associates Have Assisted In This Transaction

IAG, LLC. 1925 E Beltline Rd, Suite 550, Carrollton, TX 75006

IAG Professional Team and/or Its Associates Have Assisted In This Transaction

888-567-3523 Fax: 469-574-7830

Absolutes of a Business Sale FACTS THAT EVERY BUSINESS OWNER MUST UNDERSTAND

How To Maximize Success in Selling and Reach Optimal Results

A

+

B

+

C

Viable Business With Owners Committed to the Process of Attracting Qualified Buyers.

Ability to Justify and Quantify the Value and Portray the Financial Future of the Business to Buyers.*

Confidential Exposure To Optimal and Qualified Buyers.

(IN)

(OPTIMIZE)

(OUT)

= Ability To Sell Businesses Are Bought – They Are Not Sold

*As prepared and presented by accredited third parties.

To Whom You Will Sell?

1. Sell to Family.

2. Sell to Employees.

3. Sell to Third Party.

4. Die In Your Chair (SOLD FOR YOU)

IAG, LLC. 1925 E Beltline Rd, Suite 550, Carrollton, TX 75006

888-567-3523 Fax: 469-574-7830 • www.intlag.com

Intangibles

 Advertising Strategies  Backlog of Work  Training Procedures  Supplier Base  Computer Database  Computer Designs  Contracts  Copyrights  Credit Files  Custom Built Factory  Delivery Systems  Distributorship  Employee Manual  Engineering Drawings

 Advertising Strategies  Branding  Skilled Employees  Security Clearances  Trade Secrets  Royalty Agreements  Trademarks  Tooling  Tech. Advanced Equip.  Systems & Procedures  Reputation  Proprietary Designs  Recession Resistant  Experienced Design Staff

 Favorable Financing  Franchises  Government Program  Growing Industry  Know How  Licenses  Local Economy  Location  Low Employee Turnover  Loyal Customer Base  Mailing List  Management  Name Recognition  Patents

Merger & Acquisition Cycles

Buyers are always looking to position themselves toward Predictable Future Growth

Typical 7-10 Year Cycle PREMIUM MARKET

NORMAL MARKET

BUYERS MARKET

IAG, LLC. 1925 E Beltline Rd, Suite 550, Carrollton, TX 75006

888-567-3523 Fax: 469-574-7830 • www.intlag.com

An Effective M&A Exit Process 1. Adjustments to Financials.

(Recasting)

2. Research.

(Your Industry)

3. Valuation.

(Enterprise Value)

4. Adjustments to Operations.

5. Offering Memorandum (A Looking Forward Document)

GO TO

MARKET OPTIMIZE AS NEEDED

ENHANCE PROFITABILITY

EXIT

Strategy Planning

6. Business Profile and Executive Summary

DEVELOP

BUYER

PROSPECTS Advertising & Marketing

DISTRIBUTE PROFILES

(Value Enhancement & SWOT Analysis)

Executive Summaries

60-90 Days*

Confidentiality Agreements Signed Distribute Offering Memorandum

The Life You Want

RECEIVE OFFERS

Liquidity Event

LIMITED AUCTION 90-120 Days*

Definitive Purchase Agreement

Due Diligence

IAG, LLC. 1925 E Beltline Rd, Suite 550, Carrollton, TX 75006

LETTER OF INTENT

Review Deal Structure

(Tax Analysis)

888-567-3523 Fax: 469-574-7830 • www.intlag.com

*Estimates

New Client Questionnaire In an effort to help us better understand your business so that we can design a successful exit strategy, please answer the following questions with honesty and candor.

Business Name: ___________________________________________________________________ Address: _________________________________________________________________________ City: _____________________________________________

State: ________

Zip: __________

___ Yes ____ No 1. Who is the owner(s) of the business? Name __________________________________________ Ind. Cont.

Name ___________________________________ Name __________________________________ ___ Yes ____ No 2. How many employees does the business have? _____ Full Time ______ Pt. time _____ 1099 Ind. Contract You are about to embark upon decisions regarding a direction to take to attract a qualified buyer or investor to your business. Do you want to include anyone else in initial discussions to help you make a decision about how you are going to exit your business? (CPA?) (ATTY? ___Yes ___No __________________ 3. What do you think you want for the business?

__________________________________________

4. On a scale of 1-5 (5 being most serious) how serious are you about finding a buyer? ______ 5. What is the primary reason(s) why you want to find a buyer/investor for the business now? ____ Retire

___ Health

___ Burn Out

____ Family

____ Expansion

Other ________________________________

6. In the plan for marketing you business, what type of sale/price are you seeking? ___ Liquidation Value

___ Asset Value Only

___ Low Fair Market Value (incl. Goodwill)

___ High Fair Market Value

7. If you had a buyer/investor right now willing and able to give you the money you say you want, is there any reason that could stop you from moving forward and closing the transaction? ___ Yes ___ No (In examining the suitability and marketability of a business for market, it is very important that all parties are truly serious and dedicated to the process. If all parties are not totally dedicated and committed to the process, neither IAG or Client need to be investing time, money and resources in the marketing endeavor.)

8. Is there a value “range” that you would take for the business?

Low ___________ High __________

9. Does your business generate a sufficient cash flow or have sufficient reserves to handle any unforeseen expenses not planned for? ___ Yes ___ No 10. How long ago did you decide to attract a buyer/investor?

Month ____ Yr. ____ Other _______

11. Would you consider financing a part of the sale of the business to make a successful transaction occur?

According to the SBA, successful sales usually involve the seller financing 10% to 20%. ___ Yes ___ No 12. What have you done to attract potential investors to come look at the business? ___ run ads

___ listed w. realtor/broker

___talked locally

___ discussed in industry

___________________

13. Is it important to keep this offer confidential from local people to prevent rumors and curiosity seekers or competitors or employees from knowing? ___ Yes ___ No I certify the above answers are an accurate representation of my desires and I am signing this document in the presence of a certified representative of IAG, LLC. I understand that my name or business information will be kept confidential and will not be used for soliciting new clients for IAG, LLC. _______________________________________/ _ /_____ Client Date ______________________________ _ / _ /_____ IAG Representative Date

_______________________________________/ _ /_____ Client Date

IAG, LLC. 1925 E Beltline Rd, Suite 550, Carrollton, TX 75006

888-567-3523 Fax: 469-574-7830 • www.intlag.com