1. A Global Reach with a Local Perspective www.decosimo.com Current Economic Conditions Affecting Your Business

2.  Favorable US economic trends  Substantial cash, increasing M&A activity  US banks’ recovery & lending policies  Favorable valuations 2014 M&A Outlook

3.  Labor costs, labor unions, manufacturing costs down  US preeminence returns & recovering US Dollar  Positive inflows into equity after 5 years  No bubble yet, stock market peak likely off, top near  Technology gains continue  US banks continue recovery and improve lending Favorable 2014 US Trends

4.  For Financial Investors  Slow 2013, prior uncertainties now clearer, substantial cash  For Strategic Acquirers  Increasing international interest in southeastern US  Substantial cash, balance sheets, growth planning  For US Economy & Lending  Favorable trends and policies  For Liquidity & Diversification  Valuations, structure, alternatives and opportunities M&A Outlook

5.  Investors predict 4 industries having most potential for growth in 2014:  Health care, financial services  Technology  Energy  Manufacturing  Changing regulations in healthcare and financial services, increased O&G production, evolving world of technology, and US manufacturing opportunities will increase investment activity Potential Sectors

6.  M&A Drivers:  New technology  Geographic growth  Product/service growth  Customer growth  Challenges:  Regulatory uncertainty  Valuation disparities  Volatile energy prices  Inability to forecast future performance Energy / O&G Sector

7. All-In Valuations Note: 2013 H1 volume is annualized Source: GF Data

8. All-In Valuations Source: GF Data

9. TEV2003-0820092010201120122013 YTD TotalN = 10-255.44.95.35.25.56.05.4312 25-506.16.26.15.86.37.76.1266 50-1006.76.56.87.46.67.26.8196 100-2507.78.86.87.5 6.07.662 Total6.15.96.1 8.27.06.1836 N =47929739313131836 Size Premium Please note that N for 2003-08 encompasses six years of activity. 2013 Data is through 3Q. Source: GF Data

10. TEV/EBITDA – By Industry Industry2003-0820092010201120122013 YTD TotalN = Manufacturing5.95.75.96.05.95.85.9749 Business services6.15.86.06.55.86.66.1310 Health care services 6.76.36.77.47.37.76.9165 Retail6.55.25.56.16.35.16.354 Distribution6.05.65.46.06.37.66.0186 Publishing/Media7.4 4.26.111.45.97.333 Technology5.76.65.58.17.4NA6.338 Other5.76.45.75.16.36.75.8205 N =96491191193228731740 Please note that N for 2003-08 encompasses six years of activity. 2013 Data is through 3Q Source: GF Data

11. Transaction Structure Trends Source: GF Data

12.  Price does not equal value  Three valuation approaches –  Asset approach  Market approach  Income approach  Typical buyers –  Strategic buyers  Financial buyers So how does all this effect the value of my business?

13. Example Company

14. Valuation based on EBITDA multiple

15. Assuming average 2013 transaction structure

16. From the buyer’s perspective

17.  Investors wary in 2013 due to uncertainty surrounding politics, monetary policy, global issues, and economic environment  Private equity ended 2013 with a record high $1 trillion of dry powder… 2013 reported best year for PE fundraising since financial crisis  Strategic buyers continue to hold large amounts of cash – another $1 trillion Investors Looking to Put Capital to Work

18.  Seller activity affected by:  Diversification objectives  Liquidity goals  Continuing profitability trends  Succession issues, exit planning  Buyer Activity fueled by:  Large cash reserves, low interest rates  Improved consumer confidence  Opportunities in emerging markets  Middle market most active sector Increasing Activity in 2014

19.  2013 should have been a banner year for PE deals, but deal volume decreased.  Sellers accessed loose debt markets and did more than $60bn in dividend recapitalizations  Capital “under pressure,” or nearing the end of a fund’s investment period, actually declined  Asian markets cooled considerably  Strategics spent the post-recession years cleaning up their balance sheets had the cash to spend on M&A  IPOs soared on the back of historically strong equity markets Igniting Dry Powder

20.  PE fund-raising surged in 2013  $461bn in new capital worldwide  21% increase over 2012  Debt markets open and eager to finance new deals  The excess of unassigned capital will keep asset valuations high in all industries  Strategic partnerships between corporations and PEs (and hedge funds) will increase the number of “hybrid” deals, and increase demand Igniting Dry Powder

21.  Generating organic growth continues to be a challenge in the current economic environment  Slow economic growth  Weak aggregate demand  Near-zero inflation  M&A remains the best way for corporations to act on growth opportunities  PE funds believe they are best positioned to assist with growth mandates  Expect to see PE-sponsorships for corporate M&A For strategic buyers

22. Unallocated capital in PE

23. Private Equity IRRs

24. Value of a business with $1mm in free cash

25.  Confluence of factors:  IRRs have a inverse relationship with your company’s valuation.  PE IRRs remain lower, the base of capital has expanded, debt markets are hungry  PE firms still believe they can run your business better than you  2014 could be the right time to partner with PE to create liquidity and diversify. Why This is Good News

26. M&A By Sector

27. M&A by Sector

28.  TEV/Total Revenue Healthcare Industry Metrics: Southeast US

29.  EBIT and EBITDA Multiples Healthcare Industry Metrics: Southeast US

30.  TEV/EBITDA Manufacturing: U.S. Middle Market

31.  Number of Transactions Manufacturing: U.S. Middle Market

32.  PEs and strategic buyers have cash on hand, ready to deploy  After an historic year for equities, shareholders will demand additional share price appreciation, and M&A is the fastest way to achieve those results  In the manufacturing space, watch for firms to build by buying, often in partnership with PEs or possibly hedge funds  Health care companies can expect renewed deal volume as volatility declines with a proliferation of understanding the complexities of Obamacare A Seller’s Market