Update on the Private Equity Market

Working with the Venture Capital Community Presented by Grady Vanderhoofven Meritus Ventures, L.P. Southern Appalachian Fund, L.P. Carolina Connect Conference 2007 October 11, 2007 0 Venture Capital Venture Capital: “Funds made available for startup firms and small businesses with exceptional growth potential. Managerial and technical expertise are often also provided.” A Venture Capitalist: “A speculator who makes money available for innovative projects (especially in high technology).” A Venture Capital Firm: “An investment company that invests its shareholders’ money in startups and other risky but potentially very profitable ventures.” Source: Ask.com 1 What Does This Mean? Key words:  Investment; anticipation of return; not a grant or a gift  Risk; not a sure thing, but calculated/studied  Considerable … Profit; potential exceeds traditional / mainstream investments  New / startup / fresh / innovative enterprise; differentiated from others  Shareholder’s; other people’s money 2 Capital Continuum Seed Early Early Growth Expansio Later Seed Stage – Product/service in development. Company is managed n by one or two founders and is likely not fully operational/functional. The company is usually less than 18 months old. Early Stage – Product/service in testing or pilot production. In some cases, the product may be commercially available. Company has an incomplete management team and may or may not be generating revenues. The company is usually less than three years old. Growth Stage – Product/service in production and commercially available. Company has a complete management team and demonstrates significant revenue growth, but the company may or may not be showing a profit. The company is usually more than three years old. Later Stage – Product/service widely available. Company is generating on-going revenue, is probably cash flow positive, and is likely profitable. 3 Capital Sources Seed Savings Credit cards Friends Family Angels Early Angels Strategic Investors + VCs Growth Strategic Investors Later Strategic Investors Banks Private Equity Banks Investment Banks + VCs SBIR/STTR + Select VCs Private Equity/LBO + VCs 4 Understanding a Venture Capitalist  What do VCs want?  ROI and IRR (large and timely return on investment)  What do VCs do?  Invest in companies Management, Market, Product/Service, Capital  Manage risk and take calculated risks Are interested in “shared risk” Due diligence, covenants, BOD Place a premium on competitive advantage (e.g., IP)  Add value beyond the capital invested Networks, experience, objectivity BOD representation 5 What do VCs Look For? Workable business plan based on a solid business model and strategy; must solve a real problem Large, growing, and verifiable market Realistic but exciting financial projections Measurable milestones Protectable competitive advantage Solid management with relevant experience High-value-added co-investors High return (e.g., 30% IRR) & viable exit strategy 6 VCs Manage Risk Anticipate 20-60-20 investment performance Require high returns to justify risk Seek well-defined exit strategies Ask an exhaustive number of pre-investment questions Are interested in “shared risk” Value management capability more than technology Require third-party certification/validation Invest in what they know (e.g., market/technology) Place a premium on competitive advantage (e.g., IP) 7 Steps in the Investment Process Introduction and initial information gathering Getting acquainted and gathering of additional information Face-to-face meeting, review of business plan and financial statements (term sheet) sheet) Meeting with Investment Committee (term Due Diligence Negotiation of investment documents Closing of investment 8 A Rural Business Investment Company www.meritusventures.com A New Markets Venture Capital Company www.southappfund.com 9 Meritus Ventures / Southern Appalachian Fund  $53M Under Management  $49M equity & $4M operational assistance funding  33 investors from throughout United States  90% institutional (banks, fin. inst., foundations, TVA, UK, other)  Two fund managers / offices  Ray Moncrief – London, KY  Grady Vanderhoofven – Oak Ridge, TN  Investment Activity 9/30/03 through 9/30/07  11 companies in central and southern Appalachia Kentucky, Tennessee, South Carolina, Mississippi  $9.3M equity investments; $1.3M operational assistance Co-investors have invested additional $55M+ 10 Investment Strategy  Number of Investments:       SAF currently has 8 portfolio companies Meritus will invest in 10 – 15 companies over a period of 3 – 4 years Focus on central and southern Appalachia Invest primarily in “underinvested” areas, including rural and low income Geography Investment Focus     Generalists with preference for technology (but not limited) Don’t invest in pharma, biotech, real estate, traditional retail, restaurants, individual franchises, “lifestyle businesses” Investment size: $250K - $2.5M Investment Approach     Lead or co-invest Invest in multiple rounds - Milestone-based financing Exits: Hold investments 4 – 7 years, and exit via merger/acquisition, management buyout, other Targeted return:   15% - 20% IRR for the fund 10X in 5 years with respect to deal pricing 11 Geographic Focus of Investments Entirety of:  Kentucky  Tennessee  Arkansas Appalachian Counties of:  Ohio  West Virginia  Virginia  North Carolina  South Carolina  Georgia  Alabama  Mississippi 12 Portfolio of Technology-Based Companies www.zipitwireless.com Greenville, SC www.proteindiscovery.com Knoxville, TN www.internap.com Knoxville, TN www.smartfurniture.com Chattanooga, TN www.tricycleinc.com Chattanooga, TN www.numarkets.com Etowah, TN www.tier1performance.com Covington, KY www.bbrwm.com Louisville, KY www.semisouth.com Starkville, MS 13 A Vision for the Future … Volume 2, Issue 3, 2006 http://www.frbsf.org/publications/ community/review/122006/index.html 14 Working with the Venture Capital Community Carolina Connect Conference 2006 Thank You Grady S. Vanderhoofven 865-220-2020 grady@meritusventures.com www.meritusventures.com 15

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