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Draft - Legacy

confidential

BUSINESS OPPORTUNITY SUMMARY

Notice: No correspondence or communication shall occur in any form to the Seller until such time that prior written permission is granted by Legacy Venture Group, Inc. specifying the person to contact.

PRESENTED BY:

Legacy Venture GroupSALES, MERGERS & ACQUISITIONS

Encourage, inspire & Empower great people to turn worthy dreams into valuable legacies

We sell great american businesses!

Legacy Venture Group Business Brokers

CONTACT GREGG POTTER 727-656-3331

207A Robertson Street | Brandon, FL 33547

813-571-7700 | 866-633-0420 | BuyBizUSA.com

88390146 - Blinds & Shutters

Table of Contents

Draft - Legacy

2

88390146 - Blinds & Shutters

Always get professional legal and financial advice from an professional that you trust when looking to acquire any business.

Purpose3

Confidentiality3

Inquiries and Next Steps4

Introduction5

Overview / Listing Summary5

Facilities6

Competition/Market Pros & Cons7

Growth/Expansion/Marketing7

Support/Training8

Reason For Selling8

Licensing (if required)8

Visa Likely9

Bank Pre Qualification9

What is SDE?9, 10

Financial Outlook11, 12, 13

Why Confidentiality is a Must14

Non Disclosure Agreement15

Buyer’s Information Worksheet16

Confidentiality

This Confidential Business Review has been prepared pursuant to Legacy Venture Group Business Brokers’ engagement by Blinds & Shutters. This Business Review has been prepared by Legacy Venture Group Business Brokers from materials and information supplied by the clients and their management. This Confidential Business Review is being provided pursuant to a separate Confidentiality Agreement executed by a limited number of parties who may be interested in acquiring the Company.

By accepting the Confidential Business Review, the recipient(s) agrees that neither it nor its agents, representatives, directors or employees will reproduce or distribute to others said document, in whole or in part, at any time without the prior written consent of Blinds & Shutters or Legacy Venture Group Business Brokers and that it will keep permanently confidential all information contained herein. Furthermore recipient(s) agrees not to disclose any of this confidential information to any employee of the Company or anyone other than the potential Buyers professional advisors. This Confidential Business Review shall remain the property of Legacy Venture Group. The Company and/or Legacy Venture Group Business Brokers reserve the right to call for the return of this document at any time.

Inquiries and Next Steps

Legacy Venture Group Business Brokers is acting as advisor to Blinds & Shutters in the proposed transaction and its fees are paid entirely by the Seller. Accordingly, please note that all inquiries and follow-up must be coordinated through Legacy Venture Group Business Brokers and its representatives.

NOTE: Whereas neither the Seller’s employees nor its customers or competitors are aware of this transaction, no contact with those in the industry or the Company is permitted without the express written consent of Legacy Venture Group Business Brokers or Blinds & Shutters (“the Company"). All Buyer visits will be arranged and hosted by a Legacy Venture Group Business Brokers representative.

All interested parties may be required to submit a short, non-binding term sheet detailing a preliminary deal structure. As appropriate, more detailed discussions involving the Seller and a visit will be scheduled at a later date. This process is designed to minimize wasted time for all parties.

For those not interested in this transaction, please immediately return or destroy this and any other copies of the Confidential Business Review. However, we would nonetheless appreciate your honest feedback and assessment so that we may share your insights with the Seller.

Draft - Legacy

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Overview / Listing Summary

Owner has been providing custom blinds and shutters for over 25 years in the Tampa Bay area. Blinds & Shutters offers major brand name products with low prices.  They provide their customers with the convenience of at home shopping because.  This company prides itself on being completely mobile -- they measure and provide window treatment installation in their client’s homes and businesses.

Some highlights and advantages

1. Mobile service-great value to the customers

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8. Strong brand value and reputation

Flexible! Days and hours of operation

One of the greatest advantages of this business is that it allows the owner a great deal of flexibility. One can run this business during the hours and the days that he or she desires. It is also easy to get away for vacations and holidays.

Facilities

This Company is run from the owner’s home. Currently he operates as a one-person business.

Competition/Market Pros & Cons

This Business faces a normal amount of competition in the marketplace. However the company’s brand name and reputation give this company a significant advantage over many of the newcomers in the business.

Growth/Expansion/Marketing

“This business can grow as much as the owner wanted to!” Since this business once was run out of retail center, one could certainly make plans to duplicate that concept. Owner would be delighted to provide some insight and ideas in order to help you with that development. Additionally, this business does very well and it’s virtual format of being run for the whole office. One could continue to operate in that format and grow the business with additional marketing, new staff, or consider bringing in new products and/or services.

Products and services

Some of the Blinds We Offer Include:

· Wood Blinds

· Shutters and much more (see CBR after signed NDA for more details)

Support/Training

The owner is committed to providing ample training and support. While this business will benefit from the talent that one learns from doing this, this is not a particularly difficult business and should easily be learned.

Reason For Selling

Health issues make it difficult for current owner to run the business. The owner has worked in this business for over 25 years. He will sign and agree to a non-compete clause to provide the new owner sufficient comfort and protection.

NOTE: Always consult with a financial professional when you are uncertain about any aspects of a business you are considering acquiring.

What is SDE?

SDE stands for Seller’s Discretionary Earnings. It is the Total Owner Benefit a business produces and is generally used for evaluating businesses with gross annual sales that are under $1,000,000. For larger business, EBITDA is more frequently use.

It is assumed with SDE that there is one (1) and ONLY one (1) full time, working manager in the business.

If, in realty, the owner is not working in the business, then the money spent on labor that could be saved with a full-time working owner should be added back to the Net Profit to get the SDE. In contrast, if multiple partners are working in the business, only partner would be considered.

The amount a capable employ (or employees) would be paid to replace the additional partner(s) would be subtracted from the reported earnings. Other items, such as Interest and Depreciation, are also added back.

See formula below:

SDE Formula

Profit on Income Taxes

+ Nonrecurring Expenses

- Nonrecurring Income

+ Non-operating Expenses

- Non-operating Income

+ Depreciation

+ Amortization

+ Interest Expense

+ One Owner’s Total Compensation

= SDE

*Note: this is generally used but some Sellers will insist on using their own calculations. People define Seller’s Discretionary Earnings (Owner Benefit, Adjusted Net…) in different ways. This “should” refer to the amount the Owner earns but again, without a clear definition, the formula can vary. From the International Business Brokers Association, Legacy Venture Group has gleaned the formula to assist Buyers and Seller. When looking at tax returns (remembers to request the copy of the tax returns FROM the IRS and NOT a copy the Seller has lying around) or vetted Profit and Loss Statement, you can used this general formula as well but ask the Seller for specifics as to how he or she defined the number.

Although Seller’s may choose otherwise, try to consistently use this formula when helping Seller’s determine profit. Examine each item carefully and decide if the add-back applies to all people; i.e. a Buyer might not get the same “low” price a Seller is getting for a key product that she or he buys from a relative.

Make sure all Buyers are also comparing Apples to Apples. Oft times, Sellers or their brokers are making things look as good as they can. Beware, be thoughtful, be careful.

Financial Outlook

Why Confidentiality is a Must

Occasionally people looking to buy an existing business wonder why they need to sign a Confidentiality Agreement (CA) or Non-Disclosure Agreement (NDA). Unlike other types of investments, such as franchises or investment property, where the information is freely marketed and out in the open for all to know about, privately owned businesses almost always require any prospective Buyer to sign and agree to maintain confidentiality.

There are key, essential reasons why it is so important to the owners selling their businesses. There are also benefits to the person that ends up buying a business. While there are several reasons for maintaining confidentiality one of the most important reasons is that it can be detrimental for the public to know a business is for sale.

We make a commitment to our Seller when we accept to market a listing that we will protect the confidentiality of the business. We understand that some people are hesitant about signing forms, but we hope that you will allow us to serve you and our clients selling their precious business by agreeing to maintain confidentiality by signing a CA/NDA for each listing. We care a great deal about all of our clients and appreciate your support. Feel free to call us if you have any questions.

Confidentiality Grid - The table below describes how different individuals associated with a business might be impacted by a notice of sale.

· Crew

· They may worry about job security and look for work elsewhere, leaving you high and dry

· They might have a different commitment to you and your business

· Customers

· They may immediately start taking their business somewhere else

· They may feel they are being abandoned or that your business is not doing well since you are leaving

· Creditors

· They may start calling in debts early or stop extending credit

· Chain of Suppliers

· They may be reluctant to offer you breaks or special offers, saving up for the new owner to curry favor or get orders

· They are in a unique relationship with your competitors and may not be committed to confidentiality

· Competitors

· They may use the rumor of your sale to woo over your customers

· They may try to hire your employees

A Confidentiality Agreement is included below. Any partners or others should sign and agree to confidentiality. This helps to protect the very business you may be fortunate enough to purchase.

Thank you.

CONFIDENTIAL

BUSINESS OPPORTUNITY SUMMARY

Draft - Legacy

7

CONFIDENTIAL-8839XXXX

Non Disclosure Agreement

Brian Stephens 813-571-7700

8839 Business Description

Buyer’s Information Worksheet

14

CONTACT GREGG POTTER 727-656-3331

Legacy Venture Group, Inc. Phone:(813) 571-7700 Fax: (866) 633-0420 www.BuyBizUSA.com

www.BuyBizFL.com – Find more Great Listings for Sale

Buyer Interest Worksheet PRIVATE & CONFIDENTIAL INFORMATION

www.BuyBizUSA .com The information you provide is kept confidentially in our files and used to help you find the business you seek. Please complete. Thanks.

FINANCIAL SUMMARY REQUIRED REGARDING ALL BUSINESSES PRICED AT $200,000 OR MORE

Name: Partner: Address: City: State: Zip: Phone: Cell: Fax: Email: Times to call: Businesses owned: Contacted brokers before? How long have you been looking? Your Objectives:

Below please check the considerations you would like to see more about (use blanks for other interests) C-Store / Gas € Franchises Liquor Professional Wholesale Write in others below

Distribution Internet Manufacturing Retail Florist _____________

Food-Bev Laundry Medical Services Daycare _____________

Your skills: Mechanical Sales Finance Administrative

Skills (cont.): _____________ _____________ _____________ _____________ ____________

Previous considerations:

Education Summary: Florida Counties (or States) of Interest: Maximum Down Payment $ Minimal Earnings Acceptable: $ Your Investment funds: $ Other Sources: $ 401K (et al) $ Consider using retirement fund w/o penalty & tax? Yes / No Home/Real Estate Value: $ Debt on Home: $ Other Asset Value (Cars…): $ Debt on Other Assets $ Down Payment Goal: $ Price Range Desired $ Minimum Earning Needed $ ____________________ $ Want Financing? Desired date of possession: Other Partners? (Silent / Other): You can now use your 401K or IRA to invest in buying a business? Let us know if you would like to learn more? Yes / No Like to learn more about SBA Loans or other types of financing? Yes / No

Signature: Date:

“Buy a business, begin a Dream”