1. CFO and Financial Advisory Services For Early
Stage and Rapidly Changing Companies
W W W . V E N T U R E - A D V I S O R S . C O M

2. Venture Advisors
We build, run and support finance organizations for
leading start-up, early stage and rapidly changing
What We Do
companies…
Some of Our Clients
Some of the Investors Who
Value Us
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ADVISORS
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3. Overview
• Founded in 2002
• We have provided CFO and financial advisory services to 200+ companies
• Unique expertise in rapidly changing industries
• Software and Services • Biotech/Pharma
• Internet • Medical Devices
• Mobile / Wireless • Medical Diagnostics
• Semiconductor • Retail / Consumer
• Data Center Technologies • Clean Tech
• Strong reputation for quality and integrity within investor and technology
community
• High quality and seasoned team of professionals
• Extensive public and private company experience
• Highly skilled in critical transactions (capital formation, mergers and acquisitions, IPOs)
• Integrated team of full-time VA professionals at CFO, VP Finance and Controller levels
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4. Our Role
We serve as a turnkey finance solution for early stage and rapidly changing companies, allowing companies to better focus their efforts and
resources on product development, service delivery and sales/marketing activities…
Research & Development, Junior
Operations, Manufacturing Accountant
Controller
VP
Finance
CEO CFO
Sales, Marketing,
Business
Development
Capital Advisory /
M&A
Audit Support
Specialist
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5. Models for Building the Finance Function
In building and optimizing a Company’s finance team, companies can best scale their financial operations over time with Venture Advisors on a cost-
effective basis versus other alternatives…
SOLE FULL TIME VENTURE
PRACTICIONERS EQUIVALENTS ADVISORS
Breadth of Limited Limited Extensive
Experience
Cost Variable Fixed Variable
Scalability Low Low High
Network Low/Medium Low/Medium Extensive
Purchasing Power Low Low High
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6. How to Engage Us
Part Time Team Interim Team Tactical Support Tactical Support
(Company Side) (Investor Side)
Function & Roles • Part Time CFO • Full Time CFO Augment existing finance Provide additional CFO
Assumed • Part Time VP Finance • Full Time VP Finance team to provide level support for financial
• Part Time Controller • Full Time Controller additional bandwidth due diligence on
• Part Time Junior • Full Time Junior and/or specialized prospective investments
Accountant Accountant expertise
• audit support
• capital formation
• IPO preparation
• mergers and acquisitions
• valuation
Pricing Model • Variable • Variable • Variable • Variable
(cash /equity) • Fixed • Fixed • Fixed
(cash /equity) • Success Based Bonus
Value to Client Access to a broader Access to high Access to high quality Deeper dive on financial
range of services / quality finance finance professionals due diligence to
expertise with costs professionals in to support critical uncover potential issues
better matched to times of transition events more quickly and
actual resource / urgent need develop appropriate
usage post investment
strategies
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7. Our Responsibilities
Execute Day-to-Day Accounting /
Review/ Establish Policies Report Plan
Finance Transactions
• Cash management • Customer order fulfillment • Billings • Monthly financials / • Pipeline analysis and
reporting package review of
• Banking & investment policies • Pricing model & contract reviews • Cash collections
financials/plans
• Board reporting
• Cash disbursement policy and • Sales force training • Accounts payable
• Budgeting process
approvals • Management dashboards /
• Credit policies • Payroll
specialized metrics • Analysis of capital
• Investment policies
• Accounting • Benefits requirements
• Annual reporting
• Expense and operational control
• Reporting / system requirements • Accounting close • Infrastructure planning
• Purchase order system and
• Revenue recognition • Audit preparation and • Headcount forecasting
approvals
support
• Fixed asset policy • Forecasting and
• T&E policy
budget templates
• IP, intangibles and software
• Supplier / partner relationships
capitalization • Cash burn analysis
• Vendor agreements
• Capitalization tables
• Licensing agreements
• Option & stock grants
• Compensation structuring
• 409A & 123R compliance
Manage Service Providers
• Audit / • Benefits • Commercial • Insurance • Investment • Legal • Lending • Payroll • Real Estate • VCs /
Taxes Banking Banking Investors
Prepare for and Execute Critical Strategic Financial Transactions
• Equity capital raise • Debt capital raise / • Sell-side M&A activity • Buy-side M&A activity • Diligence and valuation support
Working capital facilities
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8. VA SmartStart – The Early Stage Solution
VA SmartStart addresses the very specific needs of new startups and seed stage companies in order to provide basic financial
infrastructure in the most cost-effective manner possible…
1 Launch 2 Operate 3 Grow
• Conduct business and financial due • Client is provided with pre-paid • Monthly CFO review to assess
diligence to understand client’s mailers in which all bills, invoices and risk and long-term path
needs and objectives statements are sent to VA
• Access to specialized skill sets
• Establish reporting calendar and • VA scans documents into a digital archive for more complex and/or
• Transactions are processed in QuickBooks
timeframes Enterprise
strategic activities
• Define working relationships • VA provides all accounting, processing
• Equity financings
• Credit facilities
and reporting services • Mergers and acquisitions
• Begin onboarding / setup process • Budgeting / forecasting
• Invoices • Compensation planning
• A/R • Strategic relationships
• Payments • Identifying and implementing
• Financial reporting emerging accounting standards
• Budgeting • Negotiating with service providers
• Real estate planning
Best Positions Company to Raise
Effective Financial Timely, Accurate and
Capital and Capitalize on Growth
Compliance Cost-Effective Accounting
Opportunities
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9. Benefits of a Part Time Finance Team
Early stage companies can preserve significant cash resources by matching the variable cost paid for finance infrastructure to their
actual needs and required utilization…
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10. VA Audit Support and Preparation
Through our technical expertise and resources, we allow early stage, middle market and public companies a means to increase
the quality and speed of their audit support and preparation process on a cost-effective basis.
Audit Coordination
• Full coordination and execution of all audit communication, planning and interaction with external auditors
• Preparation of audit ready work papers, financial statements and notes to the consolidated financial statements
• Debt, equity and stock option roll forward and all related footnote disclosures
Detailed Disclosure Calculations - Examples
• Stock compensation and other equity based payments
• Foreign currency accounting
• Warrant accounting
• Revenue recognition
• Purchase price allocation, accounting and disclosures
• Cumulative unpaid dividend calculations
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11. Advisory Services
Equity Capital Advisory Credit Facilities and Venture Debt
Our team has extensive experience in raising institutional venture We have extensive experience in evaluating, structuring and negotiating a
capital. Our access to venture investors is unparalleled since we broad range of capital resources including lines of credit, lease lines, venture
actively work with a wide range of venture capital firms who trust us to debt and equipment financing.
run their portfolio companies financial operations post-investment. In • Identify and evaluate optimal financing structures & sources
assisting our clients, we • Develop marketing and diligence infrastructure required to support the transaction
• Provide CFO level support in capital raise transactions • Investor presentations
• Executive summary
• Identify, contact and negotiate with new funding sources
• Financial model
• Develop marketing and diligence infrastructure required to support the • Data room
transaction
• Negotiate and structure the transaction
• Investor presentations
• Executive summary
• Financial model
• Data room
M&A Advisory / Execution IPO Planning and Preparation
Our team has extensive experience in the company, underwriter and
We provide a range of buy and sell side merger and acquisition advisory
accounting sides of the initial public offering process. We provide skills that
services. Given the experience of our staff we have the ability to structure
can speed up the front end of the IPO process at a dramatically lower cost.
our relationships with clients to be as comprehensive or as tactical as a
particular transaction demands. Upon detailed investigation not every • Financial model preparation
transaction idea is a good one and we pride ourselves in helping clients • Due diligence preparation
understand the impact of bad deals and avoid them.
• Kick-off meeting presentations
• Turnkey buy or sell side transaction execution
• S-1 drafting
• Strategic and financial planning
• Roadshow drafting
• Due diligence assistance and support
• Extra internal finance team support for audit process
• Integration services
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12. Quality VC Relationships
Our role as CFO in the vast majority of our client companies puts us in direct day-to-day contact with leading venture capital investors…
Equity Providers Debt Providers
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13. Client Base
Since our inception in 2002, we have advised more than 200 companies at Venture Advisors. Representative clients include:
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14. Selected Transactions
$25,000,000 Undisclosed Undisclosed $31,000,000
Series D Funding Financial Restructuring Sale Sale
has been sold to has been sold to
The undersigned served as exclusive The undersigned served as financial The undersigned served as financial advisor to The undersigned served as financial advisor to
Katzenbach Partners LLC in its sale to Booz & Dimdim in its sale to Salesforce.com
financial advisor to Airwide Solutions advisor to Datatrac
Company
$8,500,000
Venture Debt
Undisclosed Undisclosed $6,500,000
Exclusive Sale Exclusive Sale Exclusive Sale
has been acquired by
has been sold to has been sold to
The undersigned served as financial The undersigned served as exclusive financial advisor The undersigned served as exclusive financial advisor The undersigned served as exclusive financial advisor
to NTRU Cryptosystems, Inc. in its sale to Security to Optram Incorporated in its sale to Bentley to Softsight LLC
advisor to Lilliputian Systems
Innovation. Systems, Inc.
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15. Experience
Jim Antes Bob Dudley Doc Honan
Partner - CFO Partner - CFO Partner - CFO
jantes@venture-advisors.com bdudley@venture-advisors.com dochonan@venture-advisors.com
781.273.6076 781.273.6072 781.273.6070
Public Company / IPO Experience YES Public Company / IPO Experience YES
Public Company / IPO Experience YES
VC Backed CFO Experience YES VC Backed CFO Experience YES
VC Backed CFO Experience YES
Fundraising Experience YES Fundraising Experience YES
Fundraising Experience YES
M&A Experience YES M&A Experience YES
M&A Experience YES
Financial Credentials MBA Financial Credentials CPA / MBA
Financial Credentials CPA / MBA
Bob joined Venture Advisors in January 2004 and Doc offers his clients more than 30 years of experience as
Jim brings over twenty years of financial
brings more than 25 years experience including 14 as a CFO and COO, mainly with start-ups and emerging
management experience to his clients. He has
CFO in both publicly traded and venture-backed growth companies. He has led nine rounds of venture and
extensive hands-on experience in both private and
emerging-growth companies in the technology and strategic funding totaling $65 million and also led a
public companies having raised over $100 million in
medical device industries. He has been instrumental successful IPO with an initial capitalization of $150 million,
venture financing. Most recently, he has served as
in securing venture financings, restructurings and which grew to $280 million within several months. Doc
interim CFO at several development stage companies
driving scalable best-in-class business practices and has managed all aspects of finance, accounting and
guiding them through bridge, venture equity and
standards for a broad range of venture backed administration, and is well versed in building sound
debt financings. Previously, Jim was Vice President of
companies.. Prior to Venture Advisors, Bob has infrastructure to enable companies to scale through the
Finance at Emulex (a leader in Fibre Channel
served as CFO of Synamics Corp., a multi-national various stages from start-up to mature, sustainable
Networking) with responsibilities for operations and
communications company and BaseSix, an interactive business. Doc has been CFO of both public companies,
investor relations. During his time at Emulex, he
IT services company. Prior to these entrepreneurial including Ludlow Corporation and Proteon, Inc., and
participated in several acquisitions and two
ventures, Bob was Vice President, CFO and Treasurer private companies, including ManagedComp, Into
convertible debt offerings raising more than $650
of Inso Corporation, a $70 million publicly traded Networks and Chinook Communications, and was the vice
million. Prior to Emulex, Jim was CFO at Giganet
enterprise software company. He also had a president of M&A at Tyco International. He has extensive
where he led the company through three rounds of
successful 14-year career at Data General, where he experience negotiating a wide range of strategic
financing and sold the business in 2001 to Emulex for
was CFO of a $625 million multi-national operating agreements, intellectual property licenses, distribution
$650M . He has also been CFO or held senior
division. Bob began his career at Johnson & Johnson and joint venture agreements and has executed
financial positions in several software companies
as an M&A Analyst and Marketing Accounting acquisition/divestiture transactions in excess of $350
including Passkey Systems, DALim, Software
Manager. He holds an MBA from Suffolk University million. Doc was previously a principal with Arthur Young
Emancipation Technology, FASTech Integration and
and is a graduate of the University of Massachusetts, & Company, and he has also acquired significant
Bachman Information Systems. He holds an MBA
Lowell. experience in international operations. A magna cum
from Boston University and a BS in Accounting from
laude graduate of Providence College, Doc received his
the University of Denver and he is a Certified Public
REPRESENTATIVE VA CLIENTS: DataTrac MBA from Harvard Business School. He is a CPA and
Accountant.
Corporation, Dimdim, Spectrum Transportation, Ze- earned the Silver Medal for the CPA exam in
gen Massachusetts.
REPRESENTATIVE VA CLIENTS: Bug Labs, Equallogic,
Going.com, Knewton, Noble Peak Vision, Perkstreet
REPRESENTATIVE VA CLIENTS: Digital Arbor,
DynamicOps, Innoveer Solutions, Lilliputian Systems,
Vela Systems
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16. Experience
David Rauktys Pete Basius
Partner – Advisory Services VP Finance
drauktys@venture-advisors.com pbasius@venture-advisors.com
781.273.6073 781.856.1111
Public Company / IPO Experience YES Public Company / IPO Experience YES
VC Backed CFO Experience NO VC Backed CFO Experience YES
Fundraising Experience YES Fundraising Experience YES
M&A Experience YES M&A Experience YES
Financial Credentials MBA Financial Credentials MBA
David provides a range of advisory services to our Peter Basius joined Venture Advisors in February 2007 and
clients focused on capital raise transactions and brings nineteen years of experience in technology
merger and acquisitions. David served as an companies. He most recently served as the Vice President
investment banker at First Albany Corporation of Finance for ChoiceStream. Before joining
from 1991 to 2003. He was a Managing Director in ChoiceStream, Peter managed his own consulting
the Corporate Finance Group, where he was business providing accounting and finance services to
responsible for leading the Boston group's efforts early stage technology companies such as Incipient,
in IT services, software and enterprise hardware DataPower, Affinnova, VoiceObjects and ChoiceStream.
markets. His responsibilities included the
origination and primary execution of public Previously Peter worked for CyberCFO providing
offerings, strategic mergers and acquisitions and accounting services to their clients and held the controller
private equity transactions. He has completed position at REON Broadband, NetCentric, 4-Sight and
more than 60 investment banking transactions and Dragon Systems. Peter also had financial roles of
advisory assignments, raising over $2.4 billion for increasing responsibility at Parexel, Sequoia Systems and
such companies as Airwide Solutions, Forrester Davox. He received his B.S. in Business Administration
Research, NaviSite, NIC, USWeb, iXL, Ericsson, from the University of New Hampshire and his M.B.A.
Critical Path and VeriSign. David holds a B.S. from from Rivier College.
Babson College with majors in Finance,
Investments and Economics, graduating in two
years with highest distinction. He also earned an
MBA from the Wharton School at the University of REPRESENTATIVE VA CLIENTS: Bit9, Incipient, Optiant,
Pennsylvania. Sellmytimesharenow.com
REPRESENTATIVE VA CLIENTS: Airwide Solutions,
eDialog, Katzenbach Partners, Ntru
Cryptosystems, Optram, Threadsmith
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17. Experience
Leighanne Henkenmeier Bob Mulcahy
VP Finance VP Finance
lhenkenmeier@venture-advisors.com bmulcahy@venture-advisors.com
781.603.6203 978.835.9988
Public Company / IPO Experience YES Public Company / IPO Experience YES
VC Backed CFO Experience YES VC Backed CFO Experience YES
Fundraising Experience YES Fundraising Experience YES
M&A Experience YES M&A Experience NO
Financial Credentials CPA Financial Credentials MBA
Leighanne Henkenmeier joined Venture Advisors in Bob brings over 20 years of financial management
March 2010 and brings nineteen years of experience experience to his clients with experience in both
in technology, retail and financial services public and private companies. Most recently he
companies. She most recently served as the Vice served as the Corporate Controller/Treasurer at
President of Finance for Mercatus and its newly Amperion. In that role, he has successfully led the
acquired subsidiary, Financial Research company through $40m of equity and bridge
Corporation. Prior to this role, Leighanne started and financing events. He has several years of broad based
managed two separate companies, a high-end retail experience and specific expertise within the
business and her own CFO consulting business. Her technology/manufacturing space with extensive
consulting business focused on assisting early stage knowledge overseeing financial operations and
technology companies in raising venture financing financial reporting.
and building finance systems and teams to manage
rapid growth. Her clients included Maven Networks, Prior to joining Amperion, Bob served as a Senior
Habama and Epesi Technologies. Financial Consultant for Parson Consulting, a high end
financial consulting firm headquartered in Chicago,
Previously, Leighanne held Director of Finance and where he specialized in revenue recognition
Controller positions at Resonate and Mainspring, initiatives, SEC reporting, ERP implementations and
both venture-backed technology companies process re-engineering efforts. He has held senior
preparing for IPOs. Leighanne was also an Audit financial positions at several technology companies
Manager in the technology practice of Price including Mercury Computer Systems, IDE Associates
Waterhouse where she managed both private and and Compugraphic.
publicly-traded clients. She received her B.S. in
Business Administration from the University of Bob holds an undergraduate degree from Bentley
Massachusetts and is also a Certified Public University and an MBA from Suffolk University.
Accountant.
REPRESENTATIVE VA CLIENTS: Amperion, Exit41
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