Barry Epstein President Vertex Capital bepstein4@sbcglobal.net 972-740-2740 SedonaOffice 2013 Vertex Capital Advisory services specializing in the Life Safety sector Buy and sell side advisory services across the country Representation of all types of buyers: local, regional, private equity backed, public Acquisitions throughout the Life Safety arena, including alarms, integrators, guards, fire/fire sprinkler, medical alert SedonaOffice 2013 Vertex Capital Why do acquisitions? Types of buyers and sellers in today’s market What the seller needs to have and wants to know Ingredients of the letter of intent Financing the deal Looking at a seller’s actual bids SedonaOffice 2013 Vertex Capital Faster growth More markets= more of a referral base Pick up strong sales reps and techs Smoother revenue stream Replace attrition- buying an SDM 50 to stay even SedonaOffice 2013 Vertex Capital Local with $50k in mrr Regional with $600k in mrr National account buyer with $4mm in mrr National company buyer with $8mm in mrr SedonaOffice 2013 Vertex Capital Relish contracted recurring revenue Good opportunity for growth through acquisition Low market penetration vs. other recurring revenue (TV, internet, phone) Very liquid market = easy exit Lenders throwing money at large borrowers SedonaOffice 2013 Vertex Capital Dealer with $6,000 in mrr (contracts/mixed phone line) Dealer with $32,000 in mrr (good contracts, c corp) Dealer with $70k in mrr (valuation expectation) Dealer with $180k in mrr (offices, own central, kids in business) SedonaOffice 2013 Vertex Capital Signed Contracts Own The Phone Lines Attrition Calculation (static pool) Financial Statements with Adjusted EBITDA Knowledge of Tax Implications Legal Representation Sell Side Representation (State to State) Multiple Offers SedonaOffice 2013 Vertex Capital What’s the multiple? Does contract term matter? Is there a minimum MRR? Will the buyer keep my people? Rich man, poor men Do I have a shot at the holdback? Is the multiple the price or + b/s items? Does the buyer have the money? SedonaOffice 2013 Vertex Capital If wholesale, let your customers know Put ad in state association newsletter Put the word out at the association meetings Don’t assume he won’t sell to you (2 old rams who hadn’t spoken in 12 years) Look for orphans (Large buyers/small markets too much trouble) Build a pipeline (They may sell in 4 years) ASK CONNECTORS SedonaOffice 2013 Vertex Capital Nonbinding Multiple Number of accounts Amount of recurring revenue LOI expiration date (ideally less than 4 years!) Freeze period Stock purchase vs asset purchase Accounts only or assets (a/r, inv, veh, fix, lease) SedonaOffice 2013 Vertex Capital Buying 1,000 accounts at $25 per month= $25,000 in mrr. Purchase price is 33x, 10% held back for one year. $25,000 * 33x = $825,000 * .9 = $742,500. Bank lends 22x or $550,000. Buyer comes up with balance of $192,500 or puts up more mrr to the bank ($33,700 total= no cash upfront) SedonaOffice 2013 Vertex Capital Attrition has settled down and will remain stable Number of buyers on increase as banks keep lending No killer app in sight to destroy monitoring revenue Utilities trying again to gain tremendous market share Multiples will remain strong as private equity firms have huge amounts of money on the sideline that must be put to use SedonaOffice 2013 Vertex Capital