Luna Vista — Business Profile

Before we begin

A quick word on confidentiality.

Before you share anything, we want you to feel completely protected. Please review the mutual NDA below — it works both ways and covers everything you share with us.

Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of between Luna Vista, LLC, an Ohio limited liability company ("Advisor"), and the individual completing this form on behalf of the business described herein ("Client").

1. Purpose

The parties wish to explore a potential advisory engagement in connection with Client's consideration of a business sale or transition. In connection with this exploration, each party may disclose certain confidential and proprietary information to the other.

2. Confidential Information

"Confidential Information" means any non-public information disclosed by either party, including without limitation: financial statements, tax returns, operating data, customer and employee information, pricing, business strategies, personal financial circumstances, ownership details, and any other business or personal information not generally available to the public.

3. Mutual Obligations

Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) use such information solely to evaluate and conduct the potential engagement; and (c) not disclose such information to any third party without prior written consent, except to attorneys, accountants, or advisors bound by equivalent confidentiality obligations.

4. Advisor Discretion & Permitted Disclosures

Advisor acknowledges that Client's exploration of a potential sale is highly sensitive. Advisor shall conduct all activities with the utmost discretion and shall not disclose the identity of Client or the existence of this inquiry to any third party without Client's prior written consent — except that Advisor may share Confidential Information, on a need-to-know basis and subject to equivalent confidentiality obligations, with: (a) Advisor's partners and professional staff directly involved in the engagement; and (b) third-party professionals engaged to facilitate a potential transaction, including lenders, SBA-approved banks, financing sources, legal counsel, and accountants, each of whom shall be bound by confidentiality obligations no less protective than those set forth herein. Advisor shall be responsible for any breach of confidentiality by such parties.

5. Exclusions

These obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party prior to disclosure; or (c) is required to be disclosed by law or court order, provided reasonable prior notice is given.

6. Term

This Agreement shall remain in effect until the earlier of: (a) the closing of a transaction between the parties; (b) a mutual written agreement to terminate; or (c) written notice of termination by either party, following which the confidentiality obligations shall survive for a period of three (3) years with respect to information disclosed prior to termination.

7. No Obligation to Proceed

Nothing in this Agreement obligates either party to enter into any further engagement or transaction.

8. Governing Law

This Agreement shall be governed by the laws of the State of Ohio.

I have read and agree to the terms of this Mutual Non-Disclosure Agreement. I understand that my information will be held in strict confidence by Luna Vista, LLC.

Your full name

Scroll through the agreement above to enable the acknowledgment. · Date:

Section 1 of 7 — The Business

Tell us about what you've built.

We already know quite a bit from our conversation — these fill in the details we'll need to put together your profile and proposal.

Business legal name

City & state

Year founded

How would you describe the business in a sentence or two? In your own words — how do you explain it at a dinner party?

Full-time employees

Part-time or seasonal

Do you own or lease the space where the business operates?

We own the property Real estate owned by me or the business entity We lease the space Month-to-month or term lease with a landlord Home-based or no fixed location Multiple locations (mix of owned and leased)

Section 2 of 7 — Your Story

Every sale starts with a person, not a spreadsheet.

Understanding your goals and circumstances as an owner — not just the financials — is how we build the right process for you. Be as candid as you'd like. It all stays with us.

What is your role in the business today?

Very involved — in the business nearly every day I manage operations, key relationships, or hands-on technical work directly Actively involved, but I have a strong team around me Mostly oversight — the business runs well without my daily presence Largely passive — more of an investor at this point

What's primarily driving this decision right now? What brought you to this point — what changed, or what are you moving toward?

If there's a specific goal or milestone this sale needs to fund or enable, tell us about it. (optional)

How would you describe your readiness to sell? (1 = just exploring, 10 = ready to move now)

Just exploringReady now

5

When would you ideally close?

Within 6 months — there is real urgency 6 to 12 months — I'd like to close this year 1 to 2 years — I want to do this right, not fast No fixed timeline — I'm gathering information

Section 3 of 7 — Ownership & Discretion

Who else is in the picture.

Ownership structure and family dynamics shape everything from how we run the process to how carefully we manage communications. Discretion is a core part of what we do — and we need the full picture to do it right.

How many owners does the business have?

Just me Two owners Three or more Family-owned entity

Is family involved in the business? (select all that apply)

Spouse / partner is a co-owner Spouse / partner knows but isn't an owner Family members work here (not owners) Multi-generational (parent, child, sibling involved) Next generation may be a potential buyer or successor No family involvement

Are all owners aligned on exploring a sale?

Yes — everyone is fully on the same page Mostly — some minor differences, but we agree on the direction Some important conversations still to be had among ownership I'm the only decision-maker

Who currently knows you're exploring a potential sale?

No one outside of ownership — completely private so far Only my attorney and/or accountant A few trusted senior people at the company are aware Fairly widely known within the organization

How would you describe your discretion needs?

Critical — no one can know Employees, customers, and competitors must remain unaware throughout the entire process High — the general market can't know, but key staff may need to be looped in at some point Moderate — we can be somewhat open with trusted parties as things progress Open — discretion is less of a concern for our situation

Anything about the ownership or family dynamic we should understand before we begin? (optional)

Section 4 of 7 — Revenue

Let's look at what's coming in.

Round numbers are completely fine — we'll work through the detail together. The goal is to understand the scale and pattern of the business, not to audit the books.

Approximate annual revenues

Revenue (also called gross sales or "top line") is the total amount your business collected from customers — before any expenses, payroll, materials, or taxes come out. If you billed $4M worth of work last year, that's your revenue regardless of what ended up as profit.

2023

2024

2025

2026 — year in progress

2026

How would you describe the revenue pattern?

Growing — revenues have been increasing year over year Stable — roughly flat and predictable Lumpy — varies year to year (project-based, seasonal, or cyclical) Declining — revenues have been trending down

How would you describe your customer base?

Many customers — no single one is more than 5–10% of revenue A solid mix — a few larger accounts, but no critical dependency A few key customers — one or two represent a meaningful share Primarily one customer — you'd feel it immediately if we lost them

If your single largest customer left today, approximately what percentage of annual revenue would that represent?

% of annual revenue

Do you have long-term contracts or recurring arrangements with customers?

Yes — written contracts with defined terms Yes, but mostly informal or relationship-based Mostly project-by-project — we earn the work each time Mixed — some contracted, some repeat, some new

Section 5 of 7 — Profitability

Now let's talk about what the business earns.

This section includes a few financial terms you may not have come across before. Each one has a plain-English explanation — just tap to expand. Estimates are completely fine.

What did the business show as net income on last year's tax return? (approximate)

Net income is the "official" profit number at the bottom of your business tax return — after all expenses, including your salary, operating costs, and depreciation. For most owner-operated businesses this number looks low, sometimes surprisingly so. That's completely normal and expected. It's often the least useful number for valuing a business. Don't be discouraged if yours seems small.

What was your total personal compensation from the business last year?

Include everything you personally received from the business: your W-2 salary, any owner draws or distributions, profit-sharing, and bonuses. If you own an S-Corp or LLC, this is usually a combination of salary and distributions. Your accountant can pull this quickly — or an estimate is fine to start.

Your estimated SDE

SDE — Seller's Discretionary Earnings — is the most important number in valuing a small or mid-sized business. It represents the real earning power available to a new owner: your net income plus all the compensation you received from the business, because a new owner would either pay themselves that money or replace your role with someone else.

Example: if the business showed $160K in net income and you paid yourself $260K, the estimated SDE is $420K. That's a very different picture than the tax return suggests, and it's the number buyers and their lenders will work from. We'll refine this together during Phase 1.

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Net income + owner compensation · we'll refine this in Phase 1

Were there personal or one-time expenses run through the business? (select all that apply)

Add-backs are expenses that reduced your taxable income but won't continue under new ownership. If the business pays for your personal vehicle, a new owner won't have that cost — so it gets "added back" to the earnings number. Common add-backs can significantly increase what buyers see as the real earnings of your business. This is completely standard practice, not aggressive accounting.

Personal vehicle(s) Personal phone / subscriptions Personal travel or meals Family members on payroll One-time expenses (legal, equipment, etc.) Above-market rent paid to myself None / not applicable

Were there years with unusually high or low earnings due to a one-time event?

No — fairly consistent Yes — at least one outlier year COVID years (2020/21) were outliers Not sure — worth discussing

Section 6 of 7 — Team & Operations

Who keeps the lights on.

Buyers aren't just buying your financials — they're buying your people and your systems. Understanding where the business depends on you (and where it doesn't) shapes how we position it and who we approach.

Is there a key manager or team lead who knows the business well and would likely stay?

Yes — there is a strong #2 or management team already in place Yes — there are capable people and I'd expect them to stay There are key people, but I'm not sure how they'd react to a transition No — most knowledge and relationships run through me

If you stepped away for 30 days, what would be most at risk? (select all that apply)

Customer relationships Technical or licensed work Day-to-day operations Vendor / supplier relationships Estimating or sales Not much — the team handles it

How are key processes and operations documented?

Well documented — written processes, SOPs, or systems in place Partially — some things are written down, others live in people's heads Minimal — most knowledge is undocumented

How many years of financial records are available? (tax returns, P&L statements, or both)

1 – 2 years 3 – 5 years 5+ years Not sure

Does the business have outstanding loans, lines of credit, or equipment financing?

No significant debt Yes — some outstanding Yes — a meaningful amount Not sure / prefer to discuss

Any pending or recent legal matters, disputes, or regulatory issues?

None Minor / routine Yes — worth discussing Prefer to discuss verbally

Section 7 of 7 — The Transaction

Last few questions about the process.

These help us understand how to structure the right approach — both in terms of buyer targeting and how this deal needs to work for your personal situation.

What does this sale need to accomplish for you personally?

Different financial situations call for different structures — and the right structure isn't about preference, it's about what your life actually needs.

Need a lump sum: You have a specific purpose for the proceeds — paying off something, funding a move, or simply wanting a clean break. Cash at close, structured simply.

Prefer income over time: You don't need it all at once, and you're thinking about tax efficiency or creating a steady retirement income. Seller financing can actually be very advantageous — it often leads to higher total prices, spreads your tax burden across multiple years, and generates interest income in retirement.

Comfortable and flexible: You have outside savings or investments and aren't in a hurry. This gives us the most flexibility to maximize your total outcome.

I need maximum cash at closing I have a specific use for the proceeds, or I simply want a clean break from the business I'm open to — or would actually prefer — income spread over time I'm thinking about taxes, retirement income, or I don't need it all at once I have meaningful savings outside the business — open to whatever structure gets the best total outcome I don't have a strong view yet — I'd like guidance on what makes sense for my situation

Have you spoken with any other brokers or advisors about a sale?

No — this is our first real conversation in that direction I've had some conversations but haven't engaged anyone I worked with someone previously but it didn't go forward

Have you ever received an unsolicited inquiry or offer for the business?

Yes — more than once Yes — once No

Are there buyers you'd never sell to, or any requirements for a buyer? (optional)

Anything else you'd like us to know before we review everything? (optional)

Documents to send to office@lunavistapartners.com

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Last 2–3 years of business tax returnsFederal business return — easiest option if available

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Profit & Loss statements for the same periodFrom QuickBooks, your accountant, or bookkeeper

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Most recent balance sheet (if available)Not all businesses have one separately — that's fine

Don't worry if you don't have everything — send what you have and we'll work from there.

Your name

Best email

Best phone

Something went wrong sending your profile — sorry about that. Please use the button below to copy your responses and email them directly to office@lunavistapartners.com. We apologize for the inconvenience.

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We've received your profile — thank you.

Your information has been sent to us directly. We'll review everything carefully and be in touch within 1–2 business days. The only thing left is to send over a few financial documents when you have a chance.

Documents to send to office@lunavistapartners.com:

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Business tax returnsLast 2–3 years

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P&L statementsSame period — from QuickBooks or your accountant

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Balance sheet (if available)

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Luna Vista | M&A Partners · office@lunavistapartners.com · 937-760-9557