Mid Market Alliance Maximize Business Value 10 Action Steps

Assess your expertise and interest:

1. Identify Personal Needs
Rule #1 is "Owner Motives Matter Most". Identify and understand the most important personal planning objectives of the owner. Thereafter, analyze and estimate the total dollar amounts likely to be required to meet all of these future personal objectives. EXPERT Peter Christman David Cohn Randy Fox Bob Machiz Gary Teuber Teresa Cherry SOME EXPERTISE/INTERST Bill Hass Kenneth Marks Kent McKown Bryan Rogers Herb Rubenstein Jim Stoynoff Norm Nagel NO EXPERTISE Kevin Masi Pat OConnell Gerald ODwyer Tom Schaul Cliff Simon Karyn Smith Richard Steele Jim Wener

See Building value chap 10 or 11 owner goals matter! (Bill Hass)

2. Evaluate Business
Special emphasis must be placed on the value of the business since for many owners this is the single most significant asset available to accomplish the identified future personal planning objectives. The complexity of many client situations often means that their personal and business finances are inextricably linked. The best ways to examine and analyze these fundamental interrelationships are through creation of comprehensive business and personal financial models. Without knowing the value of your company or the amount and timing of the likely after-tax cash proceeds it is impossible to determine if future personal financial objectives can be accomplished. EXPERT Peter Christman Randy Fox Bob Machiz Bill Hass Kenneth Marks SOME EXPERTISE/INTERST David Cohn Kent McKown Bryan Rogers Herb Rubenstein Karyn Smith Richard Steele Jim Stoynoff Gary Teuber Jim Wener Norm Nagel NO EXPERTISE Kevin Masi Pat OConnell Gerald ODwyer Tom Schaul Cliff Simon Teresa Cherry

Name:

General Area of Expertise: Page 1 of 6

3. Measure the Value GAP

The GAP is the dollar difference between the future amounts likely to be required as determined in Step #1 compared to the projected amounts likely to be available resulting from Step #2. Frequently, there is a big difference and an aggressive plan of action must be implemented to "Bridge the GAP" over several years. By comparing alternative future growth and transition scenarios, owners can estimate the specific financial impact of each, and thereby identify the specific plan to best accomplish all the personal goals and business objectives. EXPERT Peter Christman Randy Fox Bob Machiz Bill Hass Kenneth Marks Bryan Rogers SOME EXPERTISE/INTERST David Cohn Kent McKown Herb Rubenstein Tom Schaul Cliff Simon Karyn Smith Richard Steele Jim Stoynoff Gary Teuber Jim Wener Teresa Cherry Norm Nagel NO EXPERTISE Kevin Masi Pat OConnell Gerald ODwyer

4. Improve Profitability
Expected future profitability is a very key fundamental driver of business value. If meeting your personal and business objectives requires more time, a GAP-MAP analysis gives you an excellent yard stick to know by how much the future value of your company must increase. With these types of quantitative and qualitative assessments, you can confidently plan many ways to "Bridge the Value GAP". Do a comprehensive review of the many special factors that have the largest value impact for your type business. These value drivers are what experienced buyers look for in a closely-held business. For those owners seeking to sell or transfer a business to insiders, these same fundamental value drivers are equally important. Some of the many value drivers include: An Experienced Management Team Proven Operating Systems An Established Customer Base Modern Facilities A Documented and Realistic Growth Strategy Effective Financial Controls A History of Stable or Increasing Cash Flow EXPERT SOME EXPERTISE/INTERST Peter Christman David Cohn Bill Hass Bob Machiz Kent McKown Kenneth Marks Pat OConnell Jim Stoynoff Bryan Rogers Teresa Cherry Herb Rubenstein Tom Schaul Cliff Simon Caryn Smith Richard Steele Gary Teuber Jim Wener Norm Nagel

NO EXPERTISE Randy Fox Kevin Masi Gerald ODwyer

Name:

General Area of Expertise: Page 2 of 6

Teams, leadership, and human processes: qualitative situation analysis (Pat OConnell) Human capital Investment; Sales performance (Tom Schaul)

5. Increase Value
From the AICPAs Strategic Planning Committee: todays business professionals operate in a new economy where the old rules no longer meet market needs as fully as they once did. Increasingly, the business community is seeking professionals with the competencies to analyze todays rapidly changing business environment and help them address broad strategic business issues. Research conducted by an international leader in market research showed that 76 percent of small, medium and large U.S. companies that employ professional services firms are devoting more resources to strategic planning compared to five years ago. More than half of these companies and professional services firms
are finding it more difficult to identify people with suitable strategic skills.

EXPERT Peter Christman Bob Machiz Bill Hass Kenneth Marks Kevin Masi Pat OConnell Herb Rubenstein Tom Schaul Cliff Simon Caryn Smith Richard Steele Gary Teuber Jim Wener

SOME EXPERTISE/INTERST Kent McKown Bryan Rogers Jim Stoynoff Teresa Cherry Norm Nagel

NO EXPERTISE David Cohn Randy Fox Gerald ODwyer

Top-Line growth, Attract customers (Kevin Masi) Strategic Planning decision making facilitation, collaboration, consensus building (Pat OConnell)

6. Financing for Growth

According to TEC speaker and capital finance expert, Gordon Tunstall, most entrepreneurs make three huge mistakes when planning for growth: They limit their growth based on access to a common commodity -- cash. They limit their thinking to traditional "secured" financing. They attempt to acquire capital in increments rather than getting all they need at once. The solution? Determine the full extent of your capital needs and acquire the financing all at once rather than piecemeal. "When planning for growth, most entrepreneurs ask, 'How much capital do we have in the company and how can we best allocate it?'" explains Tunstall. "In contrast, high-growth companies ask, 'What could we do with the business if we had all the money necessary to grow it to its full potential?'" EXPERT Kenneth Marks Gerald ODwyer Caryn Smith Gary Teuber SOME EXPERTISE/INTERST Peter Christman Bob Machiz Bill Hass Kent McKown Bryan Rogers Herb Rubenstein Richard Steele Jim Stoynoff Teresa Cherry Norm Nagel NO EXPERTISE David Cohn Randy Fox Kevin Masi Pat OConnell Tom Schaul Cliff Simon Jim Wener

Name:

General Area of Expertise: Page 3 of 6

7. Plan for Succession

Planning for business succession is not often easily accomplished. There are specialized elements of this process that require the skills of experienced advisors, including attorneys, accountants, and financial intermediaries. The typical scenario of an offer for the purchase of a business suffers from the lack of advance planning, whereby the owners do not maximize their return on investment. Ideally, several years before the transfer of the business, alternative plans are considered and planning takes place for the most likely outcomes, to be executed at favorable times in the business cycle. It is important to perform this business succession planning process for implementation with voluntary transfers (sale of business, retirement, management buyout, family member purchases) so that plans are in place for the unexpected, involuntary transfers (death, disability, industry consolidations). SOME EXPERTISE/INTERST NO EXPERTISE Bob Machiz Kenneth Marks Bill Hass Kevin Masi Bryan Rogers Gerald ODwyer Herb Rubenstein Cliff Simon Tom Schaul Jim Wener Caryn Smith Richard Steele Jim Stoynoff Teresa Cherry Family members/successors/cross generational decision making/consensus building/open and honest communication Management leadership EXPERT Peter Christman David Cohn Randy Fox Kent McKown Pat OConnell Gary Teuber Norm Nagel

8. Personal Planning
Personal financial management involves every facet of your lifestyle for all of your remaining years including, investment management, risk management, risk tolerance, etc. To get the best results, as with business planning, you need to identify the desired outcome, establish a detailed plan for action, and then consistently follow through. As a business owner, CEO or senior executive, the tools and resources needed to arrive at your financial independence are within your grasp. The sooner you start planning, the sooner you can get there. Be sure to include your spouse/significant other in the planning process. EXPERT Peter Christman David Cohn Teresa Cherry SOME EXPERTISE/INTERST Randy Fox Bob Machiz Bill Hass Kent McKown Bryan Rogers Herb Rubenstein Cliff Simon Gary Teuber Norm Nagel NO EXPERTISE Kenneth Marks Kevin Masi Pat OConnell Gerald ODwyer Tom Schaul Caryn Smith Richard Steele Jim Stoynoff Jim Wener

Name:

General Area of Expertise: Page 4 of 6

9. Business Transfer
As the owner of a privately held business, your company represents your biggest and most important asset. First, understand that as the owner of a privately held business, you have two key roles -- CEO and shareholder. As CEO, your job is to make the best decisions for the business. As shareholder, your job is to make the best decisions about your investment. When it comes time to plan for the best transfer of the business, these two roles often do not coincide. Effective business transfer planning must therefore take into account the differing needs of each role. EXPERT Peter Christman David Cohn Bob Machiz Kent McKown Gerald ODwyer Norm Nagel SOME EXPERTISE/INTERST Randy Fox Bill Hass Kenneth Marks Herb Rubenstein Caryn Smith Richard Steele Jim Stoynoff Gary Teuber Teresa Cherry NO EXPERTISE Kevin Masi Pat OConnell Bryan Rogers Tom Schaul Cliff Simon Jim Wener

10. Estate-Tax Planning

This entire process requires great sensitivity to the need for wealth preservation planning. The sale of a business generates cash. Cash for the former owner, his family, and to some extent yet to be determined, the IRS. Few owners have great tolerance for the full share the IRS could take from the sale proceeds. For this reason, knowledgeable business owners preserve wealth for themselves and their families through the proactive design and implementation of wealth preservation strategies well in advance of any transfer ownership. EXPERT Randy Fox Teresa Cherry SOME EXPERTISE/INTERST Peter Christman David Cohn Bob Machiz Bill Hass Kent McKown NO EXPERTISE Kenneth Marks Kevin Masi Pat OConnell Gerald ODwyer Bryan Rogers Herb Rubenstein Tom Schaul Cliff Simon Caryn Smith Richard Steele Jim Stoynoff Gary Teuber Jim Wener Norm Nagel

Name:

General Area of Expertise: Page 5 of 6

Names and Expertise:

1. 2. 3. 4. 5. 6. 7. Teresa Cherry Personal Wealth Management Peter Christman Exit Planning David Cohn Succession Planning Randy Fox Estate/ Wealth Transfer and Income Tax Planning Bob Machiz M&A, Valuation, Marketing Bill Hass Value Building and Renewal Kenneth Marks 1.) Moving companies from one stage to the other. 2) Strategic Problem Solving. 3). Financing 8. Kevin Masi Marketing, Marketing program Development and Execution, go-to-market Strategy , Broad Strategy 9. Kent McKown - Strategy Performance Value Exit 10. Norm Nagel Financial Consultant and CPA 11. Pat OConnell Leadership decision processes, Leadership Development, Leadership Team from Dysfunctional to Functional 12. Gerald ODwyer Working with execs to buy companies funded by PE 13. Bryan Rogers Planning, Forecasting and Analytics 14. Herb Rubenstein - Law/Strategic/Business Planning 15. Tom Schaul - Human Capital Management, Talent Management and Acquisition, Leadership Development 16. Cliff Simon other Expense Reduction 17. Caryn Smith - CFO Services, forecasting, business Planning, Start ups and small business 18. Richard Steele Financial Operations Accounting Systems 19. Jim Stoynoff Strategic Planning, Process Improvement to increase value, Operational Due Diligence, Enterprise wide performance diagnostics, Coaching/mentoring Management staff 20. Gary Teuber - Interim CEO 21. Jim Wener Systems Tactics

Name:

General Area of Expertise: Page 6 of 6