SSwiss Avenue Partners is a specialist in pre-transactional consulting and training for privately held companies where the owners are considering;

Merger Acquisition Business Sale Succession

The focus of each assignment is to maximize the Total Enterprise Value (TEV). What is the deliverable?We have our own Intellectual Property of standardized tools, processes, software and training that is customized into a program for each client. The Swiss Avenue Partners team then works with the company to implement and integrate these components into their business.

Why engage Swiss Avenue Partners?Our clients are hard working, intelligent people who seek to leverage the value of their biggest asset: their business.

Whether it’s; a) selling the business to outsiders; b) transitioning ownership to the management team or family members or; c) seeking expansion through merger or acquisition, a fundamental element will be establishing a value for the enterprise and determining the terms of the transaction. When “the number” being quoted for their enterprise is lower than expected or the transaction terms seem unreasonable (such as an extended “earn-out”), the Swiss Avenue Partners tools and program approach are a proven solution.

What’s the outcome?The goal is to increase the profitability and marketability of a company. The industry measure for this is Total Enterprise Value or TEV. The Swiss Avenue Partners products and services are designed to identify, correct and manage the most important elements that will hinder a maximized TEV.

In many cases, this positive change is measured in hundreds of thousands or even millions of dollars.

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What is Total Enterprise Value (TEV)?

Consider two similar sized houses for sale in a neighborhood. Even though they are equal in terms of bedrooms, bathrooms and garages, the likely sale price will differ based on the appeal of other tangibles such as landscaping, kitchen layout, color scheme etc. So too with business.

Simply speaking, if the “curbside appeal” of a company is high, the transaction value it attracts will also be improved.

TEV is a figure that represents the “fair” price that would be paid if the company were to be acquired that includes the value for goodwill. It is the “saleable” value and a more accurate estimate because it includes elements that go beyond simply adding up the assets minus liabilities. The formula is TEV=EDITDA x MoE where;

EBITDA is Earnings (or Net Profit) Before Interest, Tax, Depreciation & Amortization

This is the “bottom line” and although there are some variations and interpretations, accountants, banks, financiers and business owners can easily agree on how to calculate EBITDA for any given period (month or year) and it is reflected and managed on the P&L and Balance Sheet.

MoE is the Multiple of Earnings factor

There are 20+ components, including a number of subjective ones (like “strength of management”) that have an impact on determining the correct multiple. For a private company, the likely range is somewhere between 2.5 and 8. Although it can be higher, this is rare and definitely an exception.

Here are two companies with the same revenue;

Company B is worth almost twice that of Company A, even though their sales are identical and there is only a $300,000 difference of EBITDA!

TEV = EBITDA x MoE

EBITDA MoE TEV (EDITDA x MoE)

Company A $700,000 5.5 $3.5m Company B $1,000,000 6.5 $6.0m Difference $300,000 1.0 $3,000,000‹

A small increase in EBITDAand a better MoE has a dramatic effect...

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Profit growth is dramatic

Net profit

Q1’

07

Q3’

07

Q1’

08

Q3’

08

Q1’

09

Q3’

09

‹

Profit grows during this same periodby over 13%

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Transportation & LogisticsQuarterly Revenue

Q1’

07

Q3’

07

Q1’

08

Q3’

08

Q1’

09

Q3’

09From the commencement of the assignment,

Revenue grew approximately 10%

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A positive Valuation effect

Q1’

07

Q3’

07

Q1’

08

Q3’

08

Q1’

09

Q3’

09

‹

With improved EBITDA and MoE metrics, the impact is dramatic

$3,300,000

Market Value$7,900,000

CASE STUDYSwiss Avenue Partners was engaged in March 2008. The owners were contemplating a sale of the business. Their anticipated MoE was 3.5 - 4.0

Increased sales is an element in valuing a business, but it’s not the key component

The industry average EBITDA is below 7% and this business is now exceeding 12% on an annualized basis.

Increased profitability, metrics, together with new manage-ment initiatives and processes significantly improved the MoE and attractiveness of the enterprise

Swiss Avenue Partners was created in mid 2006 by Sandy Burton and Linas Jarasius. We have a combined total of over 30 years of experience in business growth, corporate finance, securities and merger and acquisition in the Australian, UK and US marketplaces.

What began as a business coaching enterprise addressing the needs of small and medium sized businesses, has evolved into a multi-disciplined corporate services company with satisfied clients throughout California and Texas.

More revenue, more profits and effective management with reduced stress for all involved are the results we deliver.

The foundation is training, not consulting. You will receive a series of tools, templates, frameworks, software, processes, and methodologies that are implemented at all levels within your company from the CEO to the newest employee.

The core competence has been the creation of Contextual Modeling tools. These, together with the training and accountability provided by the Swiss Avenue Partners team, creates effective change in businesses.

The Contextual Modeling Tools cover a multitude of business issues that can be categorized as;

Financial Forecasting Roles & ResponsibilitiesRevenue GenerationStrategy Modeling

While the categories are simple and broad, the output is larger, more complex and specific to your company. They include such components as;

Advisory Board Establishment • Strategic Planning • Working Capital Management • Cashflow Management • Acquisitions • Market Positioning

Dashboard Dials • Sales Systems Development • Channel Development Compensation Systems • Functional Structure • Workflows • Job Descriptions

... and many others

Who we are ASWISS VENUEPartners

What types of clients?

1. From $5m to $100m in Revenue

2. We are “industry agnostic” and have clients in many fields that are both product and/or service related

3. Profitable, but wanting (or needing) an increase to the “bottom line”

4. Privately held. Generally 1-10 shareholders.

5. Engaged in a Merger, Acquisition, Sale of the Business or Succession (such as MBO or ESOP) or planning to do so within the next 36 months

When should I start?

The most common mistake is procrastination. “Fire Sales” and simple deals can be completed in 6-9 months, but maximizing the TEV and increasing the likelihood of obtaining the desired total outcome is likely to take more than 12 months.

The best value for you and your company is far more commonly delivered in 24-36 months. Remember, the outcome change is often hundreds of thousands or millions of dollars.

The Swiss Avenue Partners tools address both the EBITDA and the MoE elements with tools, software, processes, frameworks and training in a structured, methodical approach that is designed to maximize the TEV.

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