The document discusses the role of business brokers and the Certified Business Intermediary designation. It outlines the certification process through the International Business Brokers Association, which requires education, experience, and examinations. It then describes the steps business brokers take to list and sell businesses, including evaluating the business, determining its value, marketing it, facilitating due diligence and negotiations between buyers and sellers, and ensuring the closing process. The overall goal of business brokers is to educate both business owners and buyers throughout the sales process.

1. Business Brokerage and the Business Intermediary Presented by Bob Watson Affiliate Broker, ENLIGN Business Brokers Certified Business Intermediary®

2. ENLIGN Business Brokers Founded 2003 by Jeff Snell Raleigh NC headquarters / statewide operations International Business Brokers Association® member Certified Business Intermediary ® credentials required Affiliate brokers must have owned and operated a business Affiliate brokers/intermediaries added 2004-present

3. Business Brokerage and the Business Intermediary The International Business Brokers Association® The International Business Brokers Association (IBBA) is a professional society of business brokers providing education, conferences, professional designations, programs and services and networking opportunities. Formed in 1983, IBBA is the largest non-profit association specifically formed to meet the needs of people and firms engaged in various aspects of business brokerage, and mergers and acquisitions. Today, the IBBA has more than 1800 members in all parts of the world. The IBBA strives to create a professional relationship with successful business transaction advisors (i.e. CPA’s, bankers, attorneys, and other related associations) to increase the image and value of the IBBA to its members and to be a leader in the exchange of business referrals.

4. Business Brokerage and the Business Intermediary Certified Business Intermediary® 68 credit hours of IBBA courses and course examinations Ethics, financial analysis, pricing/valuation, legal and tax implications 3 years minimum business brokerage and intermediary experience Comprehensive examination after all successful coursework Background checks Continuing education requirements International charter and activity

5. Business Brokerage and the Business Intermediary A Business Intermediary’s primary professional responsibility is to - EDUCATE business owners and prospective buyers

6. Business Brokerage and the Business Intermediary Engaging Owners / Sellers Referrals from current and past clients Accountants Attorneys Bankers Property Managers Financial Advisors Media

7. Business Brokerage and the Business Intermediary Confidential Financial Review 3 to 5 Years of Financial Data (Accountant) Income Statements Balance Sheets Tax Returns Asset and Inventory Audits Marketing Materials Competition Key Customers Key Employees

8. Business Brokerage and the Business Intermediary Broker’s Opinion of Most Probable Selling Price (BOMPSP) Seller’s Discretionary Cash Flow (SDCF) Recasting / Normalization Identify all compensation Fair Market Value of assets Real estate / lease considerations Research statistical databases for comparable transactions Document pluses and minuses for specific case Apply multiple methodologies and weightings Present BOMPSP and EDUCATE Seller Determine listing price and sign agreement

9. Business Brokerage and the Business Intermediary Marketing the Opportunity Prepare the commentary Catalog all confidential documentation (valuation) Compile additional media and auxiliary information Place the listings Construct a Confidential Business Summary (if appropriate)

10. Business Brokerage and the Business Intermediary Registering and Qualifying Buyers Screen ALL Inquiries Non-Disclosure Agreement Required Buyer Profile Required Business Intermediary review Buyer is provided access to documentation Business Intermediary consultation with Buyer Business Intermediary schedules meeting for Buyer and Seller

11. Business Brokerage and the Business Intermediary Due Diligence Buyer may request any reasonable information Seller should be prepared to share all pertinent information Business Intermediary communicates with accountants, attorneys, and relevant representatives of all parties Business Intermediary’s primary professional responsibility is to EDUCATE Buyers and Sellers actively encouraged to facilitate Due Diligence (no “games”)

12. Business Brokerage and the Business Intermediary Letter of Intent / Offer to Purchase Formal commitment to perform a transaction Firm dates and time-line Issues to be determined and resolved Contractual Conditions and Contingencies Business Intermediary mediates negotiations

13. Business Brokerage and the Business Intermediary Financing Cash / Equity / Banks / SBA Seller financing Seller transition requirements Seller management / consulting agreement Seller non-compete Business Intermediary mediates negotiations

14. Business Brokerage and the Business Intermediary Transaction Structure Cash Earn-outs Multi-tiered financing Seller performance agreements Assets / Liabilities Tax strategies Business Intermediary ensures communications

15. Business Brokerage and the Business Intermediary Transaction Value The value that accounts for all monetary considerations received by the Seller The value used to report the transaction to industry databases and to compute Business Intermediary commissions

16. Business Brokerage and the Business Intermediary Transaction Value – IBBA definition The total of all consideration passed at any time between the buyer and seller for an ownership interest in a business enterprise and may include, but is not limited to, all remuneration for tangible and intangible assets such as furniture, equipment, supplies, inventory, working capital, non-competition agreements, employment and/or consultation agreements, licenses, customer lists, franchise fees, assumed liabilities, stock options, stock or stock redemptions, real estate, leases, royalties, earn-outs and future considerations.

17. Business Brokerage and the Business Intermediary The Closing Attorney typically hosts the transaction representatives Business Intermediary coordinates all parties and all required documents Documents signed Transaction completed

18. Business Brokerage and the Business Intermediary Follow Up Business Intermediary maintains Seller and Buyer contact to monitor the transition process and to consult as appropriate

19. Business Brokerage and the Business Intermediary Thank you for your attention. Questions ?

20. Business Brokerage and the Business Intermediary Presented by Bob Watson Affiliate Broker, ENLIGN Business Brokers Certified Business Intermediary®