This webinar addressed the question "I think I want to sell my business, what do I do next?" by walking you through the processes of valuation, due diligence, bench-marking, and identifying/evaluating a buyer. Check out our Upcoming Events page for news and updates on our future seminars and webinars at http://www.macpas.com/events/. View a full recap of this webinar at http://www.macpas.com/webinar-how-to-sell-your-business-part-1/ This webinar was hosted by Kurt Trimarchi and Eric Blocher of McKonly & Asbury along with featured guests Bob McCormack and Katie Smarilli from Murphy McCormack Capital Advisors. How to Sell Your Business, Part 1: Pre-Sale

1. TITLE SLIDE

2. FRAUD ENGAGEMENT
FROM A TO Z
S A M U E L B O W E R C R A F T , M S I S , C I S A
&
D A V I D H A M M A R B E R G ,
C P A , C F E , C I S S P , M C S E , W X Y Z

4. HOW TO SELL
YOUR BUSINESS
PART 1: PRE-SALE
KU R T T R I M A R C H I
B O B M C C O R M A C K
K AT I E S M A R I L L I
E R I C B LO C H E R

5. INTRODUCTIONS
Kurt Trimarchi, CPA
• Partner with McKonly & Asbury, LLP
• Focus on tax and estate planning
Bob McCormack, CBI, AIBA
• Partner at Murphy McCormack Capital Advisors, LLC
• 30+ years experience in financial services and banking
Katie Smarilli,
• Partner at Murphy McCormack Capital Advisors, LLC
• 38 years experience in financial services and transitions
Eric Blocher, CPA
• Principal with McKonly & Asbury, LLP
• 17+ years experience with a focus on business valuation

6. MCKONLY & ASBURY, LLP
• Audit, Tax and Advisory Firm
• Regional presence in Pennsylvania
• Variety of clients ranging from construction to manufacturing and other clients
• Mergers and Acquisitions, Valuation, and Taxation Specialties
• Best Places to Work and Best Accounting Firm

7. INTRODUCTIONS
Kurt Trimarchi, CPA
• Partner with McKonly & Asbury, LLP
• Focus on tax and estate planning
Bob McCormack, CBI, AIBA
• Partner at Murphy McCormack Capital Advisors, LLC
• 30+ years experience in financial services and banking
Katie Smarilli,
• Partner at Murphy McCormack Capital Advisors, LLC
• 38 years experience in financial services and transitions
Eric Blocher, CPA
• Principal with McKonly & Asbury, LLP
• 17+ years experience with a focus on business valuation

8. MURPHY MCCORMACK CAPITAL ADVISORS, LLC
• Murphy McCormack Capital Advisors is a regional investment banking firm offering
unparalleled expertise, advice and experience in the transfer of ownership within
middle market privately-held companies.
• With offices and a team of professionals in Lewisburg, Harrisburg and Sayre, we are
widely regarded as central and southeastern Pennsylvania’s leading investment
banking and strategic consulting firm for mid-size companies.

9. INTRODUCTIONS
Kurt Trimarchi, CPA
• Partner with McKonly & Asbury, LLP
• Focus on tax and estate planning
Bob McCormack, CBI, AIBA
• Partner at Murphy McCormack Capital Advisors, LLC
• 30+ years experience in financial services and banking
Katie Smarilli,
• Partner at Murphy McCormack Capital Advisors, LLC
• 38 years experience in financial services and transitions
Eric Blocher, CPA
• Principal with McKonly & Asbury, LLP
• 17+ years experience with a focus on business valuation

10. WEBINAR TARGET
I think I want to sell my business,
what do I do next?

11. I WANT TO SELL MY BUSINESS, WHAT DO I DO NEXT?
• Start the planning early
• Often the first step is the valuation
• Have valuation firm or the advisor to give an honest assessment of areas to work on
The seller needs to understand the “why” of the sale
• Focus also on net cash after taxes
• Review personal financial reporting
• Commit to the process.

12. I WANT TO SELL MY BUSINESS, WHAT DO I DO NEXT?
• When getting money out of the business…“Cash is King”
• Address and expose expectations
• Get educated on the process and associated risks

13. THE VALUATION PROCESS
• Review 5+ years of financial statements
• Create document request and due diligence request list
• Review financial and business details

14. UNDERSTANDING THE VALUE OF YOUR BUSINESS
What can I be doing to increase the value?
• Company size, profits, and sales
• Diversified revenue and customers
• Market potential
• Annuitized cash flows
• Strong leadership team and infrastructure
• Reduce risk of transferring cash flow
• Diversified supplier base
• Ability to leverage cash flow and assets/finance

15. UNDERSTANDING THE PROCESS AND TIMELINE
• The valuation process is key
• 30-60 day minimum if fully engaged
• Dependent on the situation
• Understanding different standards of value
• Evaluate risks from the buyer’s perspective
• Benchmark your company against industry

16. HOW TO GO TO MARKET AND IDENTIFY A BUYER
Evaluating Buyers
• Buyers are often identified in valuation process
• Buyers may be:
• Competitors
• Private equity
• Family offices
• Vertical industry buyers
• Individuals buying a career
• Family
• Management
• Employees
• The business owner and advisors can help identity the appropriate buyer universe
• Pre-qualify buyers early in the process and use a non-disclosure agreement

17. NEGOTIATING A DEAL WITH YOUR BUYER
• Ensure multiple buyers
• The type of sale is a determining factor (asset vs. stock purchase)
• Leverage through financing options
• Letter of Intent (LOI)
• Employees and owners that stay during the transition
• Owners should run the business and not be heavily involved in
negotiations

18. FACILITATING THE SALE
• Letter of intent and further details
• Working capital covenant
• Due diligence details and confidentiality
• Use skilled professionals to avoid and overcome roadblocks

19. RECAP
• Commit to the sale
• Clean up your financial reporting
• Identify potential buyers
• Start to evaluate tax
• Assemble the right team
• Details

20. THANK YOU
Additional Questions? Please contact us.
• Kurt Trimarch ktrimarchi@macpas.com
• Bob McCormack bmccormack@murphymccormack.com
• Katie Smarilli dksmarilli@murphymccormack.com
• Eric Blocher eblocher@macpas.com

23. FRAUD ENGAGEMENT
FROM A TO Z
S A M U E L B O W E R C R A F T , M S I S , C I S A
&
D A V I D H A M M A R B E R G ,
C P A , C F E , C I S S P , M C S E , W X Y Z