AH Cunningham & Associates, LLC (CA) is a Lexington Kentucky firm dedicated to the owners of small and medium-sized businesses, franchise owners, and franchisors and eachs expectations for their business. It\'s just that simple. If the reality of where you are today in your business matches your expectation for the business, there is little CA can do to make it any better. On the other hand, if you are starting a new business, acquiring a franchise, or own a business that has concerns about lagging profits, being undercapitalized, sagging employee morale, accounts receivable collection, time to run the business properly, growth decisions (such as buying a another business or franchise and/or franchising your business), divesting, or a multitude of other business challenges, then consulting with CA can help you get off to a good start or get things back on track to compete effectively and more profitably.

1. AH Cunningham & Associates, LLC
Coaching, Teaching, Training, & Mentoring
Tomorrow’s Success Stories

2. OUR QUEST
CA is engaged as agents of change:
•To expedite the decision process
•To establish and encourage leadership.
•To demand accountability
•To expect results
Increasing Shareholder Value & Net Worth

3. WHO WE ARE
• 25 Year Old Regional Firm
• Family business Oriented
• 3 Divisions
• Marketing, Research, & Sales
• Business Consulting
– Analysis
– Projects
• Mergers & Acquisitions

4. WHAT YOU GET
• S.W.O.T.
• Effect of Problems to the Client
• Cost in Lost Profitability
• Correction Required
• Self fix and/or Outside Help
• Investment to get Outside Help
• Additional Bottom Line Profit Opportunity

5. BENEFITS OF PMC ANALYSIS
• Objective Assessment of your Company
• Quantitative and Qualitative Review
• Impact on your Profitability is Measured
• A Pathway to Improved Performance
• Cost/Benefit based Recommendations

6. HOW WE WORK
• Not Magicians: Actual Facts
• Not off the Shelf: Client Specific
• Bonded: $50,000 per employee
• Analysis Length: 4 to 5 Days

7. WHAT WE DO
• Strategic Planning
• Organizational Development
• Profit and Expense Control

8. STRATEGIC PLANNING
• Where you are; Where you want to go; How
you are going to get there!
• Establish Benchmarks and Timelines
• Three Month Intervals for Eighteen Months

9. ORGANIZATIONAL DEVELOPMENT
• Executive Assessment & Coaching
• Developing Multiple Management Tiers
• Decision Making & Problem Resolution
• Maximizing Efficiency & Productivity
– Delegation & Empowerment
– Constructive Communication
– Training, Motivation, Incentives

10. PROFIT & EXPENSE CONTROLS
• Cash Flow Management & Forecasting
• Budgeting and Job Costing
• Systems and Procedures Analysis
• Breakeven & Margin Analysis
• Inventory and Cost Controls
• Profit Planning

11. S.C.O.P.E.
Each project undertaken by our Consulting Division involves evaluation, modification, and generation
of systems, controls, organizational structure, and procedures to provide information and results for
evaluation by management.
Systems
CA custom designs operating systems to maximize profit and efficiency.
Controls
CA implements proven controls to monitor and evaluate performance and force profit.
Organization
CA streamlines the client's organization to best affect cost-effective delivery of the
product or service while managing internal information systems.
Procedures
CA will develop custom procedures and policies to insure smooth applications of
systems necessary to effect results.
Evaluation
These systems, controls, organizational structures, procedures and policies will provide
management the necessary information to manage profitability. Quality management, not
quantity. Finger tip reporting and informed decision making.

12. SEVEN KEY COMPONENTSTO A GOOD SALE
1) Know WHO
the client is;
2) What does the client WANT
only three things a person wants
- quality of life/salvation
- security = cash flow/profits
- - satisfy ego
3) Establish FOCUS
agreement to problems and concerns to be
quantified and qualified
4) Establish CREDIBILITY
Credentials, experience, recomendations
5) Establish CONTROL
End results by design not default
6) Establish URGENCY
encouraged to take action
7) While continually CONDITIONING
sell the result, not the process

13. TECHNIQUE FOR ANSWERING OBJECTIONS:
R-Q-C-Q-C-C
One of the main characteristics of a strong sales process is the ability to overcome objections and close sales. The R-
Q-C-Q-C-C method is practical, effective and not high pressure. Whenever you hear any objections, this method can be
applied as a tried and true Good Sale Process:
RELAX
First, when a prospect objects, you must relax.
QUESTION
Pause, then say I am not quite sure exactly what you mean. Could you explain a little bit more about (give objection
back to prospect in their own words).
CONCEDE
After listening to his explanation, say, “That‟s a good point. I understand exactly how you FEEL. Many of my clients
FELT exactly the same way until they FOUND...” Listening builds trust.
QUALIFY
Other than the fact that (objection), there is nothing else that‟s stopping us from doing business today. Is that right?
CAPITALIZE & CLOSE
Pull the appropriate tool from your tool kit and close him or her.

14. OUR TARGET MARKET
OUR CLIENT MAKE-UP BY # OF EMPLOYEES
38
34
14
6 5
2
1-10 11-20 21-50 51-100 101-150 151+
Full-Time Employees

15. OUR TARGET MARKET
SALES REVENUE
28
30 26
24
% of firms
25
20
15 12
10 7
3
5
0
$0-$3 $3-$5 $5-$10 $10-$25 $25-$50 $50-$100+
In Millions of dollars

16. OUR TARGET MARKET
Primary Business
Mining & Oil & Gas Extraction
Health Care
Wholesale Distribution
Manufacturing
11 Other Services
7 Agriculture & Forestry
Construction & Trades
11 Transportation & Warehousing
21 Construction & Trades
Transportation & Warehousing
19 Manufacturing
22 Wholesale Distribution
6
Agriculture & Forestry Health Care
3 Mining & Oil & Gas Extraction
Other Services
0 5 10 15 20 25
% of Firms

17. PROSPECT PROFILE
EXISTENCE OF WRITTEN BUSINESS
AND STRATEGIC PLANS
Written
22
Strategic Plan
Written
Business 40
Plan
0 10 20 30 40 50
% of Firms

18. PROSPECT PROFILE
HOW DEPENDENT IS THE BUSINESS ON
THE OWNER?
50 44
45
40
35 31
% of Firms
30
25 19
20
15
10 5
5 1
0
1 (not at all) 2 3 4 5 (very)

19. PROSPECT PROFILE
HOW MANY GENERATIONS OWN A
FAMILY BUSINESS
70 66
60
50
# of Firms
40
30 26
20
10 6
2
0
one two three four or more
# of generations

20. “HOT BUTTONS”
Hot buttons are personal or business issues that are so important to you that they evoke an emotional
response. Identifying your hot buttons, and focusing n them will help you develop a focus for your ongoing
strategic planning process.
To find your hot buttons you need to ask questions. The more questions you ask, the more likely you will
expose weakness and identify strengths. By asking probing questions you not only uncover the hot
buttons, but you get the more involved. in a self-analysis as to opportunities and threats to your business.
Are you satisfied with......................?
What is your.........?
How do you control your...........?
When was the last time you had a quantitative study of
functionality performed?
What functions do you have to perform to be profitable?

21. • EXAMPLES OF „HOT BUTTONS‟
• Contractors
• What is your bid to award ratio?
• Are you getting the ones you should?
• How do you know if you are competitive?
• What is your bonding limit?
• How do you do your job costing?
• How do you control your job cost?
• How do you calculate your burden rate and overhead when bidding a job?
• What is your small tool expense?
• What is your variance between your bid and actual costs?
• How many job bids do you loose by a small %? How do you control
productivity?
• Is every one of your employees producing a profit for you?--How much?
• How do you control performance of your personnel

22. Mergers & Acquisitions
Alex H. Cunningham

23. HOW MUCH ARE THEY WORTH?
ESTIMATED VALUE OF THE BUSINESS
50 44
45
40
35
% of Firm s
30
25 21
20
15 12 11
10 6
4 2
5
0
<$.5 $.5-$.9 $1-$4.9 $5-$9.9 $10- $20+ don't
$19.9 know
In m illions of dollars

24. Consulting Engagement Fee Schedule
M & A Transactions
CA is retained, in essence, as a consultant firm working for an assessment and market
development retainer fee of eighty-five hundred dollars, ($8,500.00) which is to be
credited against a success fee; plus expenses.
The Client will pay all expenses at cost, travel expenses are to be pre-authorized in
writing by the client. When, and if, the transaction is closed, the Client agrees to pay to
CA a success fee or commission equal to:
6% of the first million dollars of the gross amount of the transaction.
5% of the second million dollars of the gross amount of the transaction.
4% of the third million dollars of the gross amount of the transaction.
3% of the fourth million dollars of the gross amount of the transaction.
2% of all amounts thereafter.
Such fee shall be due and payable, in cash, at closing. For the purposes hereof,
"closing" is defined to mean the date on which stock or assets of the company are sold
or otherwise conveyed or transferred.

25. Consulting Engagement Fee Schedule
Valuations
The objective of the program is to provide shareholders and management with an
independent professional review of those assets and other elements that effect the
company's value. The company is given a present market place value and guidelines
to increase that value.
The program cost is dependant upon the time and consultant skill set requirements.
This is determined by client size, business type, multiple locations, diversification of
profit centers, and availability and accuracy of historical information. The fee starts
at $12,500.00, plus expenses, requires a minimum of 4 days on-site and takes a
minimum of 10 subsequent off site business days to complete the company

26. Consulting Engagement Fee Schedule
Senior Consultant $180.00 per hour
Specialist $225.00 per hour
Partner/Principal $300.00 per hour
Expenses & Invoicing
The invoices (at least one per week) will cover all fees as follows: (1) hourly
consulting fees ($180.00-$300.00) per man hour worked by each consultant
assigned to the project and/or the M&A/Valuation flat rate, (2) reasonable airfare,
ground transportation and lodging expenses incurred by the on-site consultants
(substantiated by receipts) and, (3) thirty dollars per diem per consultant when
traveling.