1. American Fortune Business ValuationBUSINESS VALUATIONPortions of the Valuation are EncryptedABC CompanyPrepared for:John R. Smith, OwnerPrepared by:Brian S. Mazar, CBI, MBA, AVAThe information contained herein is of a confidential nature and is intended for the exclusive use of the persons or firm for whomit was prepared. Reproduction, publication or dissemination of all or portions hereof may not be made without prior approvalfrom American Fortune.
2. 505 Third Street, Suite 301Louisville, KY 402041/8/2013Mr. John R. Smith, OwnerABC Company1111 First StreetSacramento, CA 95816Dear Mr. Smith:At your request, we have prepared a Summary opinion of the Fair Market Value of 100% ofABC Company as of 1/3/13. The Summary Valuation is designed to serve as an indication ofvalue to the party requesting the valuation. For purposes of defending a valuation with otherparties and their Advisors an Intermediate or Comprehensive Valuation is typically required.The standard of value used in our valuation of ABC Company is Fair Market Value. FairMarket Value is the price (in terms of cash or equivalent) that a buyer could reasonably beexpected to pay and a seller could reasonably be expected to accept if the business were offeredfor sale on the open market for a reasonable period of time with both buyer and seller being inpossession of the pertinent facts and neither being under any compulsion to act. If used in thesale of this business, the valuation assumes an Asset Sale of a debt free business and is notinclusive of cash or receivables held by this company.As a norm in valuation methodology, a 5-4-3-2-1 Weighted Average of Discretionary Earningsis normally taken by the Valuator.In this Summary Valuation we have considered income, market and asset approaches. Based onthe results of these valuation approaches and methods and considering other relevant data, wehave estimated the Fair Market Value of 100% of ABC Company as of 1/3/13 to be$2,875,491. The opinions expressed in this valuation are contingent upon the conditions set forthin the Appraisal Procedures section and the Statement of Assumptions and Limiting Conditionsthat are a part of this report.On a personal note, I sincerely appreciate this opportunity to do business with you and trust thisvaluation will meet your needs. Please contact me in the future should your business needschange.Respectfully submitted,Brian S. Mazar, CBI, MBA, AVAAmerican Fortune Mergers & Acquisitions, LLC
3. Business Valuation FactorsDum considerat factores pro aestimasset negotium suus maximus ut intellegere periculo / cashflow necessitudinem semper erit main consideratio vero negotium est scriptor valorem. Fretus molicomitatu, Seller scriptor ANECLOGISTUS CAPTURA (SDE), CAPTURA Antequam Interest,,tributum: imminutiones et AMORTIZATIO (EBITDA) vel CAPTURA Antequam Interest ettributis (EBIT) sunt omnes vexillum campester of Moderatis cash flow qui potential buyers mosinviso ut rationem determinandi pretium.Ultimate, suus praesens valor futurae cash flow qui potentialem emptor est emendo. Emptori etiamhabet assident periculo miscen turma, facultatem ad generandum illa futura cash flow. Determinarecash fluunt, deducuntur Statement debet normalized per adjusting pro discretionis (personali), non-recurrente, et non-negotium related expensis. Illa items saepe relatum ut ut adaugeo-terga autadjustments. Traditionally, majores turmas habent plerumque valde pauci "adjustments" duranteordinationem processus, cum minor turmas communiter sunt oppositum.Ut facile falso aere dato quod eo manant, rem carius. Hoc non est necesse vera. Pro exemplo, si voshave comitatu cum decedens venditionesque trend et varietatem of "personalis adjustments", qualisauto, et itinerantur et entertainment et non-operating salaria, ad eorum deducuntur Statement, hocesset indicant a significant financial periculo. Rem verisimile esse pendenda humiliores quam aliuscommisceamini cum lautus financial records (pauciores "adjustments").Pro officio et possessori, is est maximus intelligi quod periculo erit incursum etiam vestri vexillumscriptor valorem. Periculum possunt come in multas formas talis ut financial periculo, procuratiopericulo, technicitate periculo et industria periculo nominare paucis. Sed ubicumque periculopotest identificatur, severitatem qui periculo habebit effectum in dolor valoris in uno vel alio modo.Quia profitability et resultans cash flow est maxime significant agitator a vexillum scriptorvalorem, is est maximus ut eliminate quantum periculo miscen dolor cash flow ut possibile inantecessum venditionis tuo contubernio accedat.
4. SCOPE OF SERVICEThe purpose of this valuation is informational. This report is prepared for ABC Company andshould not be used by others.Our opinion of Fair Market Value relied on a “value in use” or “going concern” premise. Thispremise assumes that the Company is an ongoing business enterprise with management operatingin a rational way with a goal of maximizing shareholder value.Our analysis considers those facts and circumstances present at the Company at the ValuationDate.To arrive at a conclusion of Fair Market Value, we performed the following Procedures:1. Collected the Companys relevant historic financial statements.2. Analyzed the historic financial statements by calculating financial ratios and common-size financial statements for each historic year in order to identify trends.3. Compared the Companys financial ratios and common-size financial statements toindustry guideline data to identify any significant variances.4. Developed risk-adjusted Capitalization and Discount Rates to apply to the Companyshistoric and projected earnings, respectively.5. Collected and analyzed transactional data from comparable companies within the sameindustry.6. We also gathered subjective information on the business such as industry trends,competition, style of ownership, mode of operation, customer concentration, productsmix, etc.7. Collected market comps on sold businesses.8. Adjusted historic earnings to eliminate the effects of excess and discretionary expenses,non-operating revenues and expenses, and non-transferable revenue streams.9. Utilized Income, Market, Asset and Other valuation approaches to determine an estimateof Total Entity Value. The following methods were considered under each approach:a. Income ApproachCapitalization of Earnings and Discounted Future Earnings.b. Market ApproachPrice to Earnings, Price to Revenue, Price to Gross Cash Flow, Price to CashFlow from Operations, Price to Seller’s Discretionary Cash Flow, Price toDividends, Price to Book Value, Price to Total Assets and Price toStockholders’ Equity.c. Asset & OtherCapitalization of Excess Earnings & Multiple of Discretionary Earnings.10. Selected the most reasonable Total Entity Value from the range of values established inthe valuation methods and then applied any appropriate discounts to arrive at ourconclusion of the estimated Fair Market Value of the interest.
5. Recasting the Income StatementReditus figuras, a publicanus reditum accurate repraesentant vectigal ex omnibus fontibus. Tamenin expensis capta facere publicanus reditum Inutilis presentation alibi. Items talis ut imminutiones,discretionis impendio domini perks et pensitationes demitto rete lucrum figuris, quandoq praete eritnulla tax redit. Offeréntes emptor aut ripam a financial constitutionis ostendens parva vel nihilprodest est simpliciter inconveniens quando vendendo negotium vel postulasti promeritum velhypotheca. Emptores es non amo ut emo a negotio quod habet minimum lucrum vel damnapublicanum reverteris. Banks et fenerabis accipit mutuum pecunie cum adversa notitia solum inangustus condicionibus.Ex recasting reditus in hac missione est quod re-casted reditus constitutionis ostendam verumrepraesentatione negotium, magis quam credo aequiorem numeri pro venditore, emptor atquefenerantis. In ordine ad conflare financial dictorum, sequenti items debet accomodati reflectere reihaberet: possessorem salaria, nonrecurring expensis et fruetibus, Collocationes et non-operatingexpensis, interesse pensiones, imminutiones sumptu, redditu sumptu, discretionis expensis, etpensitationes. Ita fiet, accuratiorem et indubitabili presentation accepti quod ripis aut buyers utipotest ad coniecturam Operatio de negotio, et quod dominum posse uti facere meliores negotiumdecisionesCalculation Of EBIDTAYear 2008 2009 2010 2011 2012Information SourceTaxReturnTaxReturnTaxReturnTaxReturnTaxReturn1 Sales xxxxxx xxxxxx xxxxxx xxxxxx xxxxxx2 Cost of Sales xxxxx xxxxx xxxxx xxxxx xxxxx3 Operating Expenses xxxxx xxxxx xxxxx xxxxx xxxxx4 Net Income / Unadjusted Pre-Tax Profit $545,000 $570,000 $370,000 $380,000 $520,0005 Depreciation $35,000 $33,000 $32,000 $31,000 $30,0006 Amortization $8,600 $8,400 $8,100 $7,600 $7,1007 Interest on loans to business from all lenders $27,000 $26,000 $24,000 $32,000 $29,0008 EBITDA (Total of Lines 4+5+6+7)$615,600 $637,400 $434,100 $450,600 $586,1009 Officer / Owners salary $100,000 $100,000 $90,000 $100,000 $100,00010 Adjusted EBITDA (Total of Lines 8+9)$715,600 $737,400 $524,100 $550,600 $686,100
6. Calculation Of EBIDTA & Discretionary Earnings11Wages or payments to family members (non-working)12 Auto for owners and/or spouse personal use13 Auto insurance for owners benefit14 Auto repairs & maintenance owners personal use15 Contributions and donations $3,500 $4,000 $3,000 $3,000 $4,00016 Fair market rent adjustment17 Insurance premiums for owners health, life, etc. $10,000 $10,000 $11,000 $11,000 $11,50018Professional services (legal / accounting) non-recurring $3,000 $7,00019 Retirement plan contributions $6,860 $13,768 $12,354 $4,675 $3,29020 Meals & entertainment (personal) $1,400 $1,800 $1,500 $1,600 $1,90021 Travel (personal) $2,000 $1,500 $2,500 $2,000 $3,00022 One time expenses or (income)23 Other benefits24 Bank penalties25 Personal credit cards pd by business26 Non-essential memberships $5,000 $5,000 $5,500 $5,500 $5,50027 Other:28 Total Owner Discretionary Add-Backs $31,760 $36,068 $42,854 $27,775 $29,19029 Adjusted EBITDA (line 10 above) $715,600 $737,400 $524,100 $550,600 $686,10030 Equals Total Seller Discretionary Earnings $747,360 $773,468 $566,954 $578,375 $715,290
8. Financial Rules of ThumbABC CompanyRules of ThumbRule of Thumb 1Weigate Folone 659,007Tangele Tonato 546,420BanatoCabaloTono 15%VenoreCebula 81,963ExcuniSolono 577,044Capotolen Kolar 25%Valuante Patno 2,308,177Adrune Ente 546,420Totale Denivi 2,854,597Rule of Thumb 2Avilabole Tesa 659,007EndtunumRiione 5.00Totale Rione 3,295,036Rule of Thumb 3LastareBorlio 715,290Casia Lino 2.70Intangila Valurum 1,931,283Adune Vanatuam 546,420Totale 2,477,703SummaryValuare Wegule ExtensiponeRule of Thumb 1 2,854,597 33% 951,437Rule of Thumb 2 3,295,036 33% 1,098,235Rule of Thumb 3 2,477,703 33% 825,818100% 2,875,491
10. ASSUMPTIONS AND LIMITING CONDITIONSThis valuation is subject to the following assumptions and limiting conditions: Information, estimates, and opinions contained in this report are obtained from sourcesconsidered to be reliable. However, we assume no liability for such sources. The Company and its representatives warranted to us that the information they suppliedwas complete and accurate to the best of their knowledge and that the financial statementinformation reflects the Companys results of operations and financial condition inaccordance with generally accepted accounting principles, unless otherwise noted.Information supplied by management has been accepted as correct without furtherverification (and we express no opinion on that information). Possession of this report, or a copy thereof, does not carry with it the right of publicationof all or part of it, nor may it be used for any purpose by anyone but the client without theprevious written consent of the client or us and, in any event, only with proper attribution. We are not required to give testimony in court or be in attendance during any hearings ordepositions with reference to the company being valued unless previous arrangementshave been made. The various estimates of value presented in this report apply to this valuation only andmay not be used out of the context presented herein. This valuation is valid only for thepurpose or purposes specified herein. This valuation assumes that the Company will continue to operate as a going concern,and that the character of its present business will remain intact. The valuation contemplates facts and conditions existing as of the valuation date. Eventsand conditions occurring after that date have not been considered and we have noobligation to update our report for such events and conditions. We have assumed that there is full compliance with all applicable federal, state, and localregulations and laws unless otherwise specified in this report. This report was prepared under the direction of Brian S. Mazar, CBI, MBA. Neither theprofessionals who worked on this engagement nor SOLO Sale, Inc. have any present orcontemplated future interest in ABC Company and any personal interest, with respect tothe parties involved or any other interest that might prevent us from performing anunbiased valuation. Our compensation is not contingent on an action or event resultingfrom the analyses, opinions, or conclusions in, or the use of, this report.
11. VALUATION METHODOLOGYThe Income Approach serves to estimate value by considering the income (benefits) generatedby the asset over a period of time. This approach is based on the fundamental valuation principlethat the value of a business is equal to the present worth of the future benefits of ownership. Theterm” income” does not necessarily refer to income in the accounting sense but to future benefitsaccruing to the owner. The most common methods under this approach are Capitalization ofEarnings and Discounted Future Earnings. Under the Capitalization of Earnings method,normalized historic earnings are capitalized at a rate that reflects the risk inherent in the expectedfuture growth in those earnings. The Discounted Future Earnings method discounts projectedfuture earnings back to present value at a rate that reflects the risk inherent in the projectedearnings.The Market Approach compares the Company to the prices of similar companies operating in thesame industry that are either publicly traded or, if privately-owned, have been sold recently. Acommon problem for privately owned businesses is a lack of publicly available comparable data.The Asset & Other methods consist of valuation methods that cannot be classified into one of thepreviously discussed approaches. The methods utilized in the Other Approach are Capitalizationof Excess Earnings and Multiple of Discretionary Earnings. Commonly referred to as the“formula method,” the Capitalization of Excess Earnings method determines the value oftangible and intangible assets separately and combines these component values for an indicationof total entity value. Under the Multiple of Discretionary Earnings method, the entity is valuedbased on a multiple of “discretionary earnings,” i.e., earnings available to the owner (who is alsoa manager). Both of these methods are normally used to value small businesses and professionalpractices.MULTIPLE OF DISCRETIONARY EARNINGSThe multiple of discretionary earnings method is best suited to businesses where the salary andperquisites of an owner represent a significant portion of the total benefits generated by thebusiness and/or the business is typically run by an owner/manager. Discretionary earnings isequal to the Companys earnings before: income taxes, non-operating income and expenses,non-recurring income and expenses, depreciation and amortization, interest income or expense,and owners total compensation for services that could be provided by an owner/manager.Buyers and sellers of very small closely held businesses tend to think in terms of income toreplace their previous paycheck or income to support their family. They look at the totaldiscretionary earnings to see if it is sufficient to pay all the operating expenses of the business,carry the debt structure necessary to buy and/or operate the business, and provide an adequatewage.
12. REPRESENTATIONSThe following factors guided our work during this engagement: The analyses, opinions, and conclusions of value included in this report are subject to theassumptions and limiting conditions specified in this report and they are SOLO Sale’spersonal analyses, opinions, and conclusion of value. The economic and industry data included in this report were obtained from sources thatwe believed to be reliable. We have not performed any corroborating procedures tosubstantiate that data. This engagement was performed in accordance with the American Institute of CertifiedPublic Accountants Statement on Standards for Valuation Services. We have previously identified the parties for whom this information and report have beenprepared. This valuation report is not intended to be, and should not be, used by anyoneother than those parties.
13. CONCLUSIONS OF VALUEBased on our analysis as described within this valuation report, the estimate of value of 100%of ABC Company as of 1/3/2013 was $2,875,491. This valuation does not include cash orreceivables in the company and it does not include debt obligations by the company. If used inthe sale of the Company, the valuation assumes an Asset Sale of a debt free business and is notinclusive of cash or receivables held by this company. This conclusion is subject to the Statementof Assumptions and Limiting Conditions and to the Representations, both presented earlier inthis report.This valuation engagement was conducted in accordance with the Statement on Standards forvaluation Services (SSVS). The estimate of value that results from a valuation engagement isexpressed as a conclusion of value.Disclaimer: The Summary Valuation is designed to serve as an indication of value to theparty requesting the valuation. For purposes of defending a valuation with other parties andtheir Advisors an Intermediate or Comprehensive Valuation is typically required.