Download 110000000 Senior Subordinated Notes due 2008

Lenders’ Presentation
June 28, 2006
Disclaimer
The following information contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements are based on Management’s
current expectations and beliefs, as well as a number of assumptions
concerning future events. These statements are subject to risks,
uncertainties, assumptions and other important factors, many of
which are outside Management’s control, that could cause actual
results to differ materially from the results discussed in the forwardlooking statements. You are cautioned not to put undue reliance on
such forward-looking statements because actual results may vary
materially from those expressed or implied. All forward-looking
statements are based on information available to Management on this
date and Alliance Laundry assumes no obligation to, and expressly
disclaims any obligation to, update or revise any forward looking
statements, whether as a result of new information, future events or
otherwise.
Agenda
Presenters

Transaction Overview
Bruce Rounds, CFO
Alliance Laundry Systems LLC

Alliance Financial Update
Bruce Rounds, CFO
Alliance Laundry Systems LLC

LSG / CLD Overview
Tom L’Esperance, CEO
Alliance Laundry Systems LLC

Amendment Request
Diane Albanese, Vice President
Lehman Brothers

Public Lenders’ Q&A

Pro Forma Financial Projections

Private Lenders’ Q&A
Bruce Rounds, CFO
Alliance Laundry Systems LLC
Transaction Overview
Transaction Overview

Alliance Laundry Systems reached an agreement to purchase the
Commercial Laundry Division (“CLD”) from Laundry Systems Group
(“LSG”) on May 23, 2006

Acquisition strategically enhances geographic scope, expands product offering and
provides control of soft-mount technology

Total transaction value of $85 million includes capital lease obligations
assumed

Alliance expects to finance the acquisition with a combination of debt
and equity in order to maintain existing leverage levels


$60 million add-on to the existing Term Loan Facility, along with a $5 million increase to
the Revolving Credit Facility to maintain adequate liquidity
— Maturity and amortization schedules will remain the same as existing
$23 million in equity from Teachers’ and management (1)(2)(3)
Sources and Uses
($ in millions)
Sources
Uses
Term Loan Add-On
Teachers' Equity
(3)
(3)
Equity
Capital Lease Assumed
Total Sources
1.
2.
3.
4.
$60.0
20.0
3.2
1.4
$84.6
Adjusted Purchase Price (4)
Transaction Costs
5.3
Cash for Europe
Capital Lease Assumed
3.1
1.4
Total Uses
The remaining $1.4 million of the total purchase price reflects the capital lease assumed.
Management includes both Alliance and CLD.
Teachers’ equity will initially be funded through $20.0 mm bridge facility held at a new limited liability Holding Company,
parent to Alliance Laundry Holdings LLC; remaining equity will be provided by Alliance and CLD management.
Alliance will fund the full €59.0 mm purchase price, which includes the assumption of $1.4 mm capital lease, at close.
Through post-closing purchase price adjustments, the value of the capital lease will be returned to Alliance approximately
60 days post-close.
1
$74.8
$84.6
Pro Forma Capitalization
 The financing of the transaction has been structured to be
leverage neutral
Pro Forma Capitalization
($ in millions)
Consolidated Capitalization
Revolver
Alliance
3/31/2006
EBITDA
Multiple
Adj.
ProForma
3/31/2006
EBITDA
Multiple
$3.0
0.0x
$0.0
$3.0
0.0x
Term Loan B
177.0
2.9x
60.0
237.0
3.3x
Senior Subordinated Notes
149.4
2.4x
0.0
149.4
2.1x
Other Long-Term Debt
1.0
0.0x
0.0
1.0
0.0x
Capital Lease
0.0
0.0x
1.4
1.4
0.0x
$330.4
5.4x
$61.4
$391.8
5.4x
$0.3
0.0x
$3.1
$3.4
0.0x
$330.1
5.4x
$58.3
$388.4
5.3x
Equity (market value) (2)
117.0
1.9x
23.2
140.2
1.9x
Total Enterprise Value
$447.1
7.3x
$81.5
$528.6
7.3x
(1)
Total Debt
less: Cash
Net Debt
LTM Adjusted EBITDA
$61.5
(3)
$72.7
1. Total availability under Revolver is increasing from $50 million to $55 million.
2. Reflects market value of equity of Alliance at January 27, 2005 and CLD in conjunction with acquisition.
3. Alliance LTM Adjusted EBITDA as of March 31, 2006; CLD LTM EBITDA as of December 31, 2005 and is subject to E&Y diligence
adjustments. See the Company’s filings with the Securities and Exchange Commission for a reconciliation of Adjusted EBITDA to
Net Loss.
2
Alliance Financial Update
Alliance Performance Summary
Financial Performance Update




Net revenues for the year ended December 31, 2005 increased $36.3 million, or 12.9%, to
$317.3 million from $281.0 million
 Revenue growth was primarily driven by price and volume increases
Gross profit for the year ended December 31, 2005 decreased $6.0 million, or 7.2%, to $76.0
million from $82.0 million
 Decrease in gross profit attributed to higher cost of sales from asset step-ups and higherthan expected steel prices
$25 million of debt reduction since Facility closing date
Leverage of 5.4x well below the maximum 6.50x Total Debt / EBITDA covenant as of March
31, 2006 (steps down to 6.25x at June 30, 2006)
Income Statement
($ in millions)
3/31/2005
Total Revenue
Quarter Ended,
6/30/2005
9/30/2005
12/31/2005
Fiscal Year Ended
12/31/2005
Quarter Ended,
3/31/2006
LTM
3/31/2006
$69.9
$85.7
$78.4
$83.3
$317.3
$71.5
Gross Profit
11.0
20.6
22.4
21.9
76.0
18.6
83.6
% Margin
15.7%
24.0%
28.6%
26.3%
24.0%
26.0%
26.2%
EBITDA (GAAP Reporting)
% Margin
($23.9)
NA
$8.1
9.5%
$16.3
20.9%
$14.8
17.7%
$15.3
4.8%
$9.6
13.5%
$48.9
15.3%
Adjusted EBITDA
% Margin
$12.7
18.1%
$16.6
19.3%
$14.1
17.9%
$17.1
20.6%
$60.4
19.0%
$13.8
19.3%
$61.5
19.3%
Capital Expenditures
Total Debt
$0.7
$347.3
$1.6
$344.3
$0.9
$336.3
$1.2
$326.3
$4.4
$326.3
$1.4
$330.4
$5.1
$330.4
3
$318.9
LSG / CLD Overview
Commercial Laundry Division of LSG
CLD is a leading manufacturer and marketer of
commercial washing and drying machines and finishing
equipment

Managed out of Belgium, CLD is one of LSG’s two operating
divisions, with approximately 400 employees

CLD has been a significant strategic partner of Alliance since 2002

CLD focuses on two geographic regions: Europe (Ipso) & the
U.S. (Cissell & Ipso)

Focused on the laundromat and on-premise laundry (“OPL”)
segments

Offers a full range of commercial washer extractors, tumbler dryers and
ironers

Strong position in washer extractor soft-mount technology

Strong market position in Europe

Products distributed worldwide through local distributors

Stand-alone 2005 revenue and EBITDA of approximately
$98.1 million and $11.2 million(1), respectively
1. CLD financials subject to E&Y diligence adjustments.
4
CLD Unit Overview
(European Operations)
(U.S. Operations)

Focuses on laundromat and OPL
segments

Focuses on laundromat, drycleaning and OPL segments

Facilities: 2 in Belgium
(Wevelgem and Deinze)

Cissell facilities: Louisville, KY
and Portland, TN

Ipso sales center: Fort Mill, SC

Employees: 240

Employees: 153

Production: 14,000 units per
year (primarily washerextractors, as well as ironers and
tumbler dryers)

Production: 1,000 units per year
(primarily large stand-alone
tumbler dryers)

Primary Competitors:
Electrolux, Girbau, Primus

Primary Competitors: Alliance,
Dexter, Milnor, Girbau

Unaudited 2005 Financials(1):

Unaudited 2005 Financials(1):
 Net Revenue: €53.7 million
 Net Revenue: $30.1 million
 Adj. EBITDA: €7.2 million
 Adj. EBITDA: $2.0 million
1. CLD financials subject to E&Y diligence adjustments.
5
CLD Unit Sales By Geography
The acquisition further diversifies Alliance’s geographical
reach and customer base
(European Operations)
(U.S. Operations)
Far East
4%
EMEA
12%
Far East
7%
(1)
U.S.
18%
EMEA(1)
75%
U.S.
84%
2005 Net Revenue: €53.7 million
1. EMEA refers to Europe, the Middle East and Africa.
6
2005 Net Revenue: $30.1 million
CLD Historical Financials
(€ and $ in millions)
European Operations
Sales
% Growth
Adj. EBITDA
% Margin
(1)
2004A
2005A
€ 44.8
€ 53.7
19.8%
€ 5.5
12.3%
€ 7.2
13.5%
CLD (Total)
2004A
European Ops Sales
U.S. Ops Sales
Total Sales
U.S. Operations
Sales
% Growth
Adj. EBITDA
% Margin
$29.4
$2.3
8.0%
2005A
$30.1
2.2%
$2.0
6.7%
1. Financial results unaudited and are subject to E&Y diligence adjustments.
2. Converted at an exchange rate of €1.24 / $1.00.
3. Converted at an exchange rate of €1.27 / $1.00.
7
European Ops Adj. EBITDA
U.S. Ops Adj. EBITDA
Total Adj. EBITDA
% Margin
(2)
2005A
$55.6
$68.1
29.4
30.1
$85.1
$98.1
% Growth
(1)
2004A
(1)
15.3%
$6.9
$9.2
2.3
2.0
$9.2
$11.2
10.8%
11.4%
(3)
Key Credit Strengths


Growth
Opportunities




Synergies and
Cost Savings



Strong Market
Position


Increased size and scale
Diversification with increased sales contribution from
Europe
Increased product differentiation to support Alliance’s
multi-brand strategies
Ownership of soft-mount technology broadens product
lines and reduces risk
Branding unique products across markets creates
opportunity
Increased economies of scale provide potential
opportunities for cost savings, such as corporate
overhead
Substantial US manufacturing consolidation opportunity
Additional synergies expected from combined
procurement
Access to two strong brands with significant market share
 Significant presence in Western Europe
Access to CLD’s European distribution network
Existing management expected to continue operating
European business
8
Amendment Request
Summary of Terms
Borrower:
Alliance Laundry Systems LLC (the “Company”)
Lead Arranger:
Lehman Brothers Inc.
Administrative Agent:
Lehman Commercial Paper Inc.
Add-On Facilities:
$5 million Revolving Credit Commitments (the "Revolver")
$60 million Term Loan B (the "TLB")
Pro Forma Credit Facilities:
Revolver
Term Loan
Size
$55.0 million
237.0 million
$292.0 million
(1)
Maturity
January 27, 2011
Current Pricing
L + 250 bps
January 27, 2012
L + 225 bps
Security:
First priority lien on all currently owned and hereafter acquired tangible and intangible assets of the Company
and the Guarantors, including all stock, ownership units, membership interests and notes owned by the Company
or the Guarantors and 65% of the equity interests in the Company's first tier foreign subsidiaraies, but excluding
trade receivables and equipment notes subject to the Company's securitization facilities
Guarantees:
Holding company parent and each direct and indirect domestic subsidiary of the Company currently owned
or hereafter acquired (other than subsidiaries in place or formed as part of the Company's off-balance
sheet accounts receivable and equipment loan financing activity)
Add-on Use of Proceeds:
Revolver: General corporate purposes
TLB: To fund the acquisition and pay fees and expenses
Amortization:
Revolver: None
TLB: 0.25% per quarter with a bullet payment at maturity
Optional Prepayments:
Prepayable any time at par
Mandatory Prepayments:
(i) 100% of asset sales and recovery events (subject to reinvestment rights);
(ii) 100% from debt proceeds with carveouts;
(iii) 50% from equity proceeds with carveouts;
(iv) Beginning with the 2007 fiscal year, 75% from excess cash flow,
steps down to 50% if below 4.5x total leverage and 0% below 4.0x total leverage
Financial Covenants:
Same as existing, including:
• Maximum total leverage ratio
• Minimum interest coverage ratio
Covenant Amendments:
Include CLD Acquision as a Permitted Acquisition
Annual capital expenditure basket increased from $10 million to $13 million
Foreign debt capacity increased from $2.5 million to $5.0 million
Other changes included in the First Amendment to the Credit Agreement
Consent Fee:
10 bps
1. Reflects 3/31/06 pro forma balance.
9
Proposed Transaction Timeline
July
June
S
M
T
W
4
11
18
25
5
12
19
26
6
13
20
27
7
14
21
28
Holiday
Week of
T
1
8
15
22
29
F
2
9
16
23
30
S
3
10
17
24
S
M
T
W
T
F
2
9
16
23/30
3
10
17
24
4
11
18
25
5
12
19
26
6
13
20
27
7
14
21
28
S
1
8
15
22
29
Key Dates
Alliance-CLD Transaction Events
June 26th
 Lender Presentation (June 28)
July 10th
 Commitments and consents due from lenders (July 11)
 Comments due from lenders on documentation
 Close and fund (July 14)
10
Public Lenders’ Q&A