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The Riverside Company
2011 Review & Reflection
We look back with great
                                   satisfaction at hundreds
                                   of successful investments,
                                   and look forward to
                                   greater innovation and
                                   growth in the future.
                                              Béla Szigethy
                                              Riverside Co-CEO




partnership . growth . integrity
Review
&Reflect
                      2011 At A Glance 	                       2
                      Case: TRANSPOREON	                       3
                      2011 Acquisitions	                       4
                      SPECIALISATIONS	                         7
                      THE RIVERSIDE DIFFERENCE	                8
                      2011 Exits	                           10
                      CASE: PHYSICIANS PHARMACY ALLIANCE	   13
           Contents




                      Fund HIGHLIGHTS	                      14
                      Contact Us	                           16

                                              www.riversideeurope.com
2011 AT A

GLANCE
                                                                    29
                                                                     7
                                                                      ACQUISITIONS
   NEW
   LONDON                                                              EXITS
  OFFICE
                                                                     Riverside has proudly done things
                                                                     differently since 1988. Its unique



d2.5BN
                                                                     approach to buying and building
                                                                     companies, coupled with a diverse and
                                                                     talented international team, has delivered
 ASSETS UNDER                                                        superior outcomes for over two decades.
             MANAGEMENT
                                                                     Riverside has evolved since its founding,
                                                                     but the things that define the firm remain




        80
                                                                     consistent – its principled approach, its
                                                                     dedication to small deals on a global
                                                                     scale, and its ability to deliver consistently
                                                                     superior returns.

          CURRENT                                                    Riverside looks back on an outstanding
                                                                     2011, which saw the firm excel in a
          PORTFOLIO                                                  challenging environment.




16,000+                                                                               d414 MM
PORTFOLIO                                                                                                 INVESTED

EMPLOYEES
                                                                                             d227MM                   NET


                                                                                                                 RETURNED
All data as of 31 December 2011 unless otherwise stated.
Past performance is not necessarily indicative of future results.



                2      3
Accelerating             TRANSPOREON Group uses its Internet logistics
                         platform to link industrial and trading



Efficiency
                         companies with their carriers, saving clients
                         considerable time and money. Its software-
                         as-a-service (SaaS) optimises transport
                         logistic processes and communication
                         between industrial companies, trading
                         companies, carriers, drivers and consignees,
                         finding the best delivery method while
                         reducing shipping time and expense. As the
                         market leader in Europe, TRANSPOREON links
                         more than 450 shippers to 22,000 carriers,
                         and its customer service team supports
                         60,000 users from 70 countries using the
                         platform in 17 different languages.

                         Riverside invested in TRANSPOREON in August
                         2011 in order to enter into the attractive
2 0 1 1 A c q uisition   European transport industry through an
                         innovative market leader. Riverside plans to
                         grow TRANSPOREON by adding new markets
                         and helping the company continue to
                         automate and professionalise the relationship
                         between shippers and logistics-service
                         providers. The company has already begun
                         market expansion with pilot operations in the
                         U.S. and China.

                         New initiatives, new products and new markets
                         are all on the horizon for TRANSPOREON.
2011
Acquisitions                                                                                                   “The Riverside team
                                                                                                               delivered in terms of
                                                                                                               exciting new investments.
                                            Antonio Cabral
                                                                                                               We enter 2012 with a
                                   Riverside Fund Manager                                                      strong pipeline of deals
                                                                                                               and great conviction
                                                                                                               around our unique model.”



PLATFORMS                                                                                            ADD-ONS
Physicians Pharmacy                           Avatar International                                  Mitco                                               Hospice Care
Alliance                                      Acquired:	 September                                  [DuBois Chemicals]                                  of Southwest
Acquired: 	 January                           Location:	 United States                              Acquired:	 March                                    [American Hospice]
Location:	 United States                                                                            Location:	 United States                            Acquired:	 August
                                              Centiv Services                                                                                           Location:	 United States
Camelot Education                             Acquired:	 September                                  Ostomy Center
Acquired: 	 January                           Location:	 United States                              [ActivStyle]                                        Next Health [MLCOA]
Location:	 United States                                                                            Acquired: 	 April                                   Acquired:	 November
                                              Power Planning                                        Location:	 United States                            Location:	 Australia
Rameder                                       System (PPS)
Acquired: 	 January                           Acquired:	 October                                    Alliance1 [Express]		                               HR Solutions [Avatar]
Location:	 Germany                            Location:	 Sweden                                     Acquired:	 May                                      Acquired:	 December
                                                                                                    Location:	 United States                            Location:	 United States
Pareto	                                       KEYMILE	
Acquired:	 March                              Acquired:	 October                                    Home Wellness                                       Newvision [Tensator]
Location:	 Canada                             Location:	 Germany                                    [ActivStyle]                                        Acquired:	 December
                                                                                                    Acquired:	 June                                     Location:	 Portugal
Bio San Laboratories                          Emergency                                             Location:	 United States
Acquired:	 April                              Communications                                                                                            TradeOne Marketing
Location:	 United States                      Network, (ECN)                                        Insurance Claims                                    [Centiv Services]
                                              Acquired:	 October                                    Cooperative [Global                                 Acquired:	 December
Reima                                         Location:	 United States                              Claims Services]                                    Location:	 United States
Acquired:	 July                                                                                     Acquired:	 June
Location:	 Finland                            HRA Pharma                                            Location:	 Canada                                   Global Compliance
                                              Acquired:	 November                                                                                       Services [ELT]
Sunless                                       Location:	 France                                     Blue Sky Factory                                    Acquired:	 December
Acquired:	 July                                                                                     [WhatCounts]	                                       Location:	 United States
Location:	 United States                      CPA Site Solutions 	                                  Acquired:	 July
                                              Acquired:	 November                                   Location:	 United States                            Wiz Ilsan [Wiz Korea]
Transporeon                                   Location:	 United States                                                                                  Acquired:	 December
Acquired:	 August                                                                                   Action Automation                                   Location:	 South Korea
Location:	 Germany                                                                                  [iAutomation]	
                                                                                                    Acquired:	 July
                                                                                                    Location:	 United States




            Acquisitions shown reflect acquisitions across all Riverside funds. Not all investors will participate in all such investments.
 4   5      References to the portfolio companies of the Funds should not be considered a recommendation or solicitation for the portfolio company
            mentioned, nor should individual portfolio company performance be considered representative of all portfolio companies held by the Funds.
Acquisition
    Highlights
                 Acquired:	     January
                 Location:	     Germany

                 Rameder offers tow bars, roof racks,
                 bicycle racks, ski boxes and other carrying
                 accessories for almost any make and
                 model car sold in Europe. Complementing
                 its headquarters in Germany, Rameder has
                 operations in Austria and Poland, giving the
                 firm a strong CEE foothold. The company’s
                 well-established market position is due to a
                 unique combination of excellent products,
                 robust online sales, sophisticated logistics
                 processes and exceptional customer service.

                 www.kupplung.de




                 Acquired:	     September
                 Location:	     United States

                 Avatar provides patient-satisfaction surveys
                 mandated by the Centers for Medicare &
                 Medicaid Services in addition to customised
                 surveys focusing on the patient’s healthcare
                 experience, actionable data reports,
                 benchmarking, and best practices guidance.
                 Avatar serves more than 350 hospitals, 14,000
                 physicians and 120 home health agencies.

                 www.avatar-intl.com
Acquisition
        Highlights



                     Acquired:	      July
                     Location:	      Finland

                     Reima is a leading brand of high-quality
                     children’s outdoor clothing, with a strong
                     market position in the Nordics and Russia.
                     The core focus of Reima is developing high-
                     quality, functional clothing - allowing kids the
                     freedom to do what they please outside and
                     remain protected from the elements all year
                     round. The company sells its clothes under
                     three main brands: Reima, Lassie and Tutta.

                     www.reima.com




                     Acquired:	      September
                     Location:	      United States

                     Centiv offers a comprehensive marketing
                     automation platform that provides tools
                     to develop customised, local marketing
                     campaigns that can be designed, produced
                     and fulfilled quickly. Centiv combines front-
                     end marketing resource management
                     software with digital print production
                     capabilities to support campaigns from
                     conception through execution and fulfilment.

                     www.centiv.com




6   7
Industry
                Specialisations
                             Riverside’s specialisations played a role in most of its 2011
                             acquisitions, accounting for 18 of the 29 deals it completed.

                             While there are no plans to abandon its generalist approach, over
                             the past several years, Riverside has deepened its expertise in
                             several key industries; Healthcare, Education & Training, Software
                             and Franchising.

                             Future planned specialisations for the firm include clean technology
                             and consumer products, two rapidly growing segments in which
                             Riverside already has considerable experience and dedicated staff.

                             Riverside has seen faster growth and greater returns on exits from
                             investments developed by specialist teams.




                                                                                                          Riverside is among the most
                These four specialities have                                                              active and experienced
                realised a powerful 3.4x net                                                              healthcare and education
                cash-on-cash return from 14                                                               investors in the world,
                exits that yielded €468 million.                                                          completing 83 such deals in
                                                                                                          the firm’s history - 12 in the
                                                                                                          last 12 months alone!




Data accurate as of 31 December 2011. Past performance is not necessarily indicative of future results.
Performance of these specialties is not typical. See Page 10 for additional information.
“No firm in the world
                                     shares Riverside’s
                                     resources and
                                     approach. Even
                                     as we’ve become
                                     larger and more
                                     sophisticated, we’ve
                                     remained commited
                   Stewart Kohl
              Riverside Co-CEO       to accelerating growth
                                     for small successful
                                     companies”




        Riverside is the only global private
        equity firm focused exclusively on the
        smaller end of the middle market.
        Through its 200+ employees on the ground in 20
        international offices, Riverside has the connections
        to grow small businesses across its footprint.




8   9
THE
RIVERSIDE
DIFFERENCE
Origination ANYWHERE                                              Operating Muscle
Riverside works on the ground everywhere the firm invests,        With more than 25 senior executives serving in full-time
scouring the globe for opportunities. Riverside pioneered the     operating roles, Riverside has always been a leading
use of dedicated sourcing professionals, and while this global    proponent of creating lasting value organically. An
approach has since been imitated, few firms in Riverside’s        operating team was once seen as a resource for fixing
market can equal its experience and results.                      problems at companies. Today, it’s recognised as a force
                                                                  for innovation, creating value and growing companies.




Adding Value                                                      Principled Approach
Riverside dedicates its expertise, resources and experience       Riverside has always embraced investors’ interest in
to making its companies bigger and better by sourcing             environmental, social and corporate governance (ESG+V)
new customers, suppliers or other opportunities. For specific     issues. At Riverside, we’ve ‘added a ‘V’ for values to represent
challenges, the firm uses its Riverside Toolkit, a large pool     a values-based philosophy of doing business. Riverside has
of vetted resources that help optimise companies through          long considered sustainability, environmental impact, and
lean manufacturing, pricing, sales and marketing, and             company leadership as a natural part of its due diligence
other areas of expertise.                                         and day-to-day operations.




SUPERIOR SUPPORT                                                  Continuous Improvement
Riverside supports all of its activity with a coordinated         Riverside University is an ongoing series of professional
multifaceted team that shares the same goals as the firm’s        development and education programs open to all
investment professionals. These professionals monitor portfolio   Riversiders and portfolio company management teams.
performance, develop cost-saving programs, promote                This program culminates in a two-day annual leadership
Riverside globally, and support the development of investment     summit, which brings together Riverside employees, portfolio
professionals and portfolio company management.                   company CEOs and CFOs, and outside board members.




INTERNATIONAL GROWTH                                              Industry VOICE
Whether it’s evaluating investment opportunities or opening       Riverside takes great pride in its positive approach to
new markets, Riverside helps its entire portfolio globalise       private equity. As the industry has come under increased
throughout every market in which it operates. In addition,        scrutiny, Riverside has stepped up its advocacy role,
Riverside’s dedicated Asian sourcing program helps                highlighting the benefits of private equity to the public
companies access growth opportunities across Asia.                and policymakers through direct interaction with elected
                                                                  officials, speeches and articles, and participation with
                                                                  trade organisations.
2011
 Year in review




 2011             Exits                                                                                    “The volume of Riverside’s
                                                                                                           exits show how active we are
                                        Pam Hendrickson
                                                                                                           around the world. The quality
                                           Riverside COO                                                   of those exits demonstrates
                                                                                                           our commitment to
                                                                                                           sustainable growth.”

                                                                                                           Sentinel
                                                                                                           Acquired: August 2005
                                                                                                           Exited: February
                                                                                                           3.1x gross cash-on-cash return
                                                                                                           22% gross IRR

                                                                                                           Justrite Manufacturing
                                                                                                           Acquired: December 2004
     NET                                                                                                   Exited: June
                                                                                                           3.5x gross cash-on-cash return
                                                                                                           20% gross IRR

                                                                                                           Momentum
                                                                                                           Acquired: August 2006
                                                                                                           Exited: August
                                                                                                           4.9x gross cash-on-cash return
                                                                                                           35% gross IRR
                                                 COMBINED IRR
                                                                                                           EM Test
                             NET                                                                           Acquired: March 2008
                                                                                                           Exited: October
                                                                                                           3.5x gross cash-on-cash return
                                                                                                           39% gross IRR

                                                                                                           Results Weight Loss
                                                                                                           Acquired: August 2008
                                                                                                           Exited: November
                                                                                                           0.0x gross cash-on-cash return
                                                                                                           -100% gross IRR
                                    COMBINED CASH-ON-CASH RETURN
                                                                                                           Media Source
                                                                                                           Acquired: April 2007
                                                                                                           Exited: November
                                                                                                           2.8x gross cash-on-cash return
                                                                                                           25% gross IRR

                                                                                                           Crisis Prevention Institute
                                                                                                           Acquired: September 2006
                                                                                                           Exited: November
                                                                                                           5.0x gross cash-on-cash return
                                                                                                           36% gross IRR


             Unless otherwise indicated, (i) any references to “gross IRR,” are to the aggregate, annual, compound, gross internal rate of return on investments and (ii) any references to
             “multiple of investment,” “MoC” or “multiple of cost” are to gross multiples of invested capital.
             Unless otherwise indicated, any references to “net IRR to LPs,” “net multiple of cost,” “net multiple of investment,” “net MoC” or “net DPI” are to the internal rate of return
             or multiple of invested capital calculated or net distribution per invested capital at the relevant Fund level, after payment of applicable management fees and carried
  10 11      interest and other applicable expenses. An individual limited partner’s net IRR may vary based on the timing of capital contributions and distributions.
             Past performance is not necessarily indicative of future results.
ExitHighlights
                 CPI is the world’s leading training organisation specialising in the
                 safe management of disruptive and assaultive behaviour.
                 Acquired: September 2006

                 5.0x gross cash-on-cash return
                 36% gross IRR
                 The 2009 add-on acquisition of Dementia Care Specialists
                 expanded CPI’s focus to include seniors suffering with dementia
                 and their caregivers, while the 2010 addition of Positive Options
                 solidified CPI’s market leadership position in the UK market and
                 internationally. The company conducts more than 300 training
                 programs each year in 39 different countries and 130 cities around
                 the world.




                 EM Test manufactures electromagnetic compatibility (“EMC”) test
                 and measurement instrumentation for the automotive, industrial,
                 telecom and other industries.
                 Acquired: March 2008

                 3.5x gross cash-on-cash return
                 39% gross IRR
                 Riverside’s original investment plan called for expanding and
                 deepening EM Test’s footprint and products. However, confronted
                 with the global economic crisis, EM Test adjusted its output.
                 With the key drivers for demand in EM Test’s products intact, the
                 company was poised for growth after the downturn and further
                 strengthened its position as the leading supplier in its space. The
                 2009 add-on acquisition of Lüthi Elektronik Feinmechanik AG
                 allowed EM Test to integrate a leading producer of measuring
                 clamps for EMC test equipment.
ExitHighlights

                                                                             Momentum distributes fabric to commercial furniture manufacturers
                                                                             as well as architectural and design firms that serve the office,
                                                                             hospitality, education and healthcare markets.
                                                                             Acquired: August 2006

                                                                             4.9x gross cash-on-cash return
                                                                             35% gross IRR
                                                                             Combined with the strong management team, Riverside helped
                                                                             Momentum to prosper and grow organically during the Global
                                                                             Financial Crisis. The company more than doubled its EBITDA and
                                                                             increased sales during Riverside’s hold period through controlling
                                                                             expenses, the implementation of competitive pricing strategies,
                                                                             an investment in initiatives, and innovative product development.




                                                                             Sentinel manufactures products used to clean and protect
                                                                             residential central heating systems.
                                                                             Acquired: August 2005

                                                                             3.1x gross cash-on-cash return
                                                                             22% gross IRR
                                                                             Riverside invested in Sentinel as a corporate carve-out from General
                                                                             Electric. Riverside transformed Sentinel from a small corporate division
                                                                             to a standalone company with operations and personnel spread
                                                                             across six countries. During Riverside’s ownership, Sentinel added a
                                                                             range of products and customers with the 2007 add-on acquisition
                                                                             of Salamander Engineering Ltd., a smaller UK-based competitor. The
                                                                             investment was truly international for the global firm, as it involved
                                                                             two Riverside funds – the North America-based Riverside Capital
                                                                             Appreciation Fund and the Riverside Europe Fund. Having deal team
                                                                             members on both sides of the Atlantic delivered a broad range of
                                                                             insight and experience to the company.




12 13
        Past performance is not necessarily indicative of future results. See Page 10 for additional information.
Improving
                         Outcomes,
                         Lowering
2 0 1 1 A c q uisition
                         Costs
                         Healthcare costs continue to spiral upward
                         internationally, and nowhere is that more
                         true than the U.S. Riverside sees tremendous
                         potential in companies that help reduce costs
                         while improving patient outcomes. Physicians
                         Pharmacy Alliance (PPA) is an ideal example.

                         The company, based in North Carolina,
                         provides high-touch medication dispensing
                         services for patients who require extra
                         attention due to their use of multiple, high-
                         cost, or specialty drugs. PPA works in concert
                         with providers and patients, helping ensure the
                         safety of the chronically ill patients they serve
                         while reducing costs due to incorrect dosages,
                         drug interactions, and other medication-
                          interaction problems. The home-delivery
                          method also helps ensure that patients are
                         safely maintaining their prescription regimen.

                         Using its healthcare specialisation to evaluate
                          the opportunity, Riverside invested in PPA in
                           January 2011, and anticipates expanding
                           the company geographically, through
                           added services, and potentially via add-on
                            acquisitions.
2011
                       Fund
                         Highlights
        In the face of macroeconomic uncertainty, Riverside remained
        steadfast, with its funds outperforming competitors and major
        market indices and its portfolio increasing valuations in eight out
        of ten active funds. Highlights included:
        •  losing RMCF II at $137 million, 37% above target. It is the first time Riverside has partnered with the U.S. government’s
          C
          Small Business Administration (SBA) as a Small Business Investment Company (SBIC) fund. This gives RMCF II access to
          incredibly low-interest rate debt from the SBA, and adds up to $150 million in capital, providing RMCF II with a total of $287
          million to invest. The fund is off to a running start, purchasing five companies and performing very well.

        • Maintaing top-quartile performance in seven out of nine mature funds.

        • NET €227 million returned to investors.




Through four fund families, Riverside invests in healthy growing companies valued
up to $200/€200 million in North America, Europe and the Asia-Pacific region.


  Riverside Capital Appreciation Fund                                                               Riverside Asia-Pacific Fund (RAF)
  (RCAF)                                                                                            Founded in 2007, this fund family targets the
  Founded in 1988, this fund family invests                                                         developed economies of the Asia-Pacific
  in North American-based companies with                                                            region, focusing on companies with EBITDA
  EBITDA of $5 million to $20 million.                                                              of $4 million to $15 million.



  Riverside Europe Fund                                                                             Riverside Micro-Cap Fund
  (REF)                                                                                             (RMCF)
  Founded in 1997, this fund family invests in                                                      Founded in 2005, this fund family seeks fast-
  leading companies in Europe with EBITDA                                                           growing North American “micro” companies
  between €3 million and €20 million.                                                               with up to $5 million in EBITDA.




              Past performance is not necessarily indicative of future results.
14 15         References to the SP 500 Index or other indices are made for comparison purposes only and an investment in a private equity fund (e.g., the Funds) is unlike an investment in an index of liquid public equity securities.
              “Top quartile” performance is based on Cambridge Associates net cash-on-cash return benchmark and Riverside returns as of September 30, 2011.
LIFETIMEEXITS

              68 47% 2.9x
                                                                                   NET                                                 NET




                                           EXITS                                                            Combined IRR             Combined Cash-on-cash return




Net Realisations                                                           29 EXITS




                                                                                                     10 EXITS
                                                 13 EXITS
                      12 EXITS


                                                                                                                          4 EXITS



                         1x                    1x - 2.5x                2.5x - 5x                 5x - 10x             10x
                                                                           COC


                                                                                                                                                        20 YEAR RETURN
RETURN COMPARISON
                                                                                                                                               20%
                                                                                                                    10 YEAR RETURN
                                                              5 YEAR RETURN
       3 YEAR RETURN
                                                       15%                                                    15%                              15%

10%


                                                       10%                                                    10%                              10%

 5%


                                                        5%                                                    5%                                   5%

   0


-5%                                                       0                                                     0                                   0




                                                    CAMBRIDGE ASSOCIATES                           CAMBRIDGE ASSOCIATES LLC GLOBAL
        RIVERSIDE NET RETURNS                       LLC U.S. PRIVATE EQUITY®                       (EX-U.S.) PRIVATE EQUITY INDEX        SP 500              MSCI WORLD EX U.S. INDEX


Source: Cambridge Associates; MSCI; Riverside. Information as of 30/06/2011




Past performance is not necessarily indicative of future results. See Page 10 for additional information.
All data as of 31 December 2011 unless otherwise stated.
CONTACT US
North America
Atlanta                                                    Luxembourg, Luxembourg
2746 Dover Road                                            46A, Avenue J.F. Kennedy
Atlanta, GA 30327                                          L-1855 Luxembourg
United States                                              Luxembourg
T: +1 770 948 4256                                         T:+ 352 271729 1
Chicago                                                    Madrid, Spain
4545 N. Hermitage Avenue                                   Serrano 120-3°dcha
Chicago, IL 60640                                          28006, Madrid
United States                                              España
T: +1 773 334 7518                                         T:+34 91 590 1337




                                                                                                              200
Cleveland                                                  Munich, Germany




                                                                                                                 +
Terminal Tower                                             Alter Hof 5
50 Public Square, 29th Floor                               80331 München
Cleveland, OH 44113                                        Deutschland
United States                                              T:+49 89 242 248 90
T: +1 216 344 1040
                                                           Prague, Czech Republic
Dallas                                                     Václavské náměstí 832/19
3131 McKinney Avenue                                       110 00 Praha 1
Suite 160                                                  Česká Republika
Dallas, TX 75204                                           T:+420 224 890 166
United States
T: +1 214 871 9640
                                                           Stockholm, Sweden
                                                                                                                EMPLOYEES




                                                                                                           20
                                                           Blasieholmsgatan 4A
Los Angeles                                                114 48 Stockholm
1453 3rd Street Promenade                                  Sverige
Suite 305                                                  T: +46 8 545 0 3030
Santa Monica, CA 90401
                                                           Warsaw, Poland
United States
                                                           ul. Zielna 37/c
T: +310 499 5080
                                                           00-108 Warszawa
New York                                                   Polska
45 Rockefeller Centre,                                     T:+48 22 320 4820
630 Fifth Avenue, Suite 2400
                                                           Asia Pacific
New York, NY 10111
United States                                              Hong Kong, China
                                                                                                                 OFFICES



                                                                                                           14
T: +1 212 265 6575                                         Times Square
                                                           Room 2912 Shell Tower
San Francisco
                                                           1 Matheson Street
455 Market Street
                                                           Causeway Bay, Hong Kong
Suite 1520
                                                           China
San Francisco, CA 94105
                                                           T: +85 2 2159 7492
United States
T: +1 415 348 9560                                         Seoul, South Korea
                                                           21FL, Seoul Finance Center
Europe
                                                           Taepyeongro 1-ga, Jung-gu
Brussels, Belgium                                          100-768 Seoul
7. Avenue Lloyd George                                     South Korea
B-1000 Brussels                                            T: +82 2 3782 6820
                                                                                                                COUNTRIES



                                                                                                           4
Belgium
                                                           Tokyo, Japan
T: +322 626 21 21
                                                           Level 9, Kamiyacho
Budapest, Hungary                                          Prime Place
Millenáris Avantgarde                                      4-1-17, Toranomon,
Fény u. 16.                                                Minato-ku
H-1024 Budapest                                            Tokyo 105-0001
Hungary                                                    Japan
T: +361 224 9050                                           T: +81 3 5408 1230
London, United Kingdom                                     Melbourne, Australia
City Point                                                 Level 35, 140 William Street
1 Ropemaker Street                                         Melbourne, VIC 3000

                                                                                                                 CONTINENTS
London, EC2Y 9HT                                           Australia
T: +44 208 895 4876                                        T: +61 3 8672 2000



The Information contained herein speaks as of the date hereof or as of the specific date(s) noted herein, as applicable. The Information
contained herein is not intended to be relied upon as investment advice and is not, and should not be assumed to be, complete.
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                      www.riversideeurope.com
The Riverside Company 2012. The information contained herein
(“Information”) is furnished on a confidential basis for the sole and
exclusive purpose of allowing a recipient to evaluate its investment in
the limited partnership interests or redeemable participating shares,
as applicable, of private funds (“Funds”) offered by Riverside Partners
(“Riverside” and its affiliates), L.L.C. d/b/a The Riverside Company
(“Riverside”). As a condition to being given access to the Information,
each recipient thereof agrees not to transmit, reproduce or make
available to anyone any of the Information or to use it for any
purpose other than the evaluation of such recipient’s investment
Funds. Each person who has accessed, or received a copy of, the
Information (or any part thereof) is deemed to have agreed (i) not to
reproduce or distribute the Information, in whole or in part, except to
any employee, agent or representative directly concerned with the
recipient’s investment in the Funds who agrees to be bound by this
paragraph, (ii) to return the Information to the Funds promptly upon
request and (iii) to be responsible for any disclosure of the Information,
by such person or any of its employees, agents or representatives.

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Riverside Review & Reflect 2011

  • 1. The Riverside Company 2011 Review & Reflection
  • 2. We look back with great satisfaction at hundreds of successful investments, and look forward to greater innovation and growth in the future. Béla Szigethy Riverside Co-CEO partnership . growth . integrity
  • 3. Review &Reflect 2011 At A Glance 2 Case: TRANSPOREON 3 2011 Acquisitions 4 SPECIALISATIONS 7 THE RIVERSIDE DIFFERENCE 8 2011 Exits 10 CASE: PHYSICIANS PHARMACY ALLIANCE 13 Contents Fund HIGHLIGHTS 14 Contact Us 16 www.riversideeurope.com
  • 4. 2011 AT A GLANCE 29 7 ACQUISITIONS NEW LONDON EXITS OFFICE Riverside has proudly done things differently since 1988. Its unique d2.5BN approach to buying and building companies, coupled with a diverse and talented international team, has delivered ASSETS UNDER superior outcomes for over two decades. MANAGEMENT Riverside has evolved since its founding, but the things that define the firm remain 80 consistent – its principled approach, its dedication to small deals on a global scale, and its ability to deliver consistently superior returns. CURRENT Riverside looks back on an outstanding 2011, which saw the firm excel in a PORTFOLIO challenging environment. 16,000+ d414 MM PORTFOLIO INVESTED EMPLOYEES d227MM NET RETURNED All data as of 31 December 2011 unless otherwise stated. Past performance is not necessarily indicative of future results. 2 3
  • 5. Accelerating TRANSPOREON Group uses its Internet logistics platform to link industrial and trading Efficiency companies with their carriers, saving clients considerable time and money. Its software- as-a-service (SaaS) optimises transport logistic processes and communication between industrial companies, trading companies, carriers, drivers and consignees, finding the best delivery method while reducing shipping time and expense. As the market leader in Europe, TRANSPOREON links more than 450 shippers to 22,000 carriers, and its customer service team supports 60,000 users from 70 countries using the platform in 17 different languages. Riverside invested in TRANSPOREON in August 2011 in order to enter into the attractive 2 0 1 1 A c q uisition European transport industry through an innovative market leader. Riverside plans to grow TRANSPOREON by adding new markets and helping the company continue to automate and professionalise the relationship between shippers and logistics-service providers. The company has already begun market expansion with pilot operations in the U.S. and China. New initiatives, new products and new markets are all on the horizon for TRANSPOREON.
  • 6. 2011 Acquisitions “The Riverside team delivered in terms of exciting new investments. Antonio Cabral We enter 2012 with a Riverside Fund Manager strong pipeline of deals and great conviction around our unique model.” PLATFORMS ADD-ONS Physicians Pharmacy Avatar International Mitco Hospice Care Alliance Acquired: September [DuBois Chemicals] of Southwest Acquired: January Location: United States Acquired: March [American Hospice] Location: United States Location: United States Acquired: August Centiv Services Location: United States Camelot Education Acquired: September Ostomy Center Acquired: January Location: United States [ActivStyle] Next Health [MLCOA] Location: United States Acquired: April Acquired: November Power Planning Location: United States Location: Australia Rameder System (PPS) Acquired: January Acquired: October Alliance1 [Express] HR Solutions [Avatar] Location: Germany Location: Sweden Acquired: May Acquired: December Location: United States Location: United States Pareto KEYMILE Acquired: March Acquired: October Home Wellness Newvision [Tensator] Location: Canada Location: Germany [ActivStyle] Acquired: December Acquired: June Location: Portugal Bio San Laboratories Emergency Location: United States Acquired: April Communications TradeOne Marketing Location: United States Network, (ECN) Insurance Claims [Centiv Services] Acquired: October Cooperative [Global Acquired: December Reima Location: United States Claims Services] Location: United States Acquired: July Acquired: June Location: Finland HRA Pharma Location: Canada Global Compliance Acquired: November Services [ELT] Sunless Location: France Blue Sky Factory Acquired: December Acquired: July [WhatCounts] Location: United States Location: United States CPA Site Solutions Acquired: July Acquired: November Location: United States Wiz Ilsan [Wiz Korea] Transporeon Location: United States Acquired: December Acquired: August Action Automation Location: South Korea Location: Germany [iAutomation] Acquired: July Location: United States Acquisitions shown reflect acquisitions across all Riverside funds. Not all investors will participate in all such investments. 4 5 References to the portfolio companies of the Funds should not be considered a recommendation or solicitation for the portfolio company mentioned, nor should individual portfolio company performance be considered representative of all portfolio companies held by the Funds.
  • 7. Acquisition Highlights Acquired: January Location: Germany Rameder offers tow bars, roof racks, bicycle racks, ski boxes and other carrying accessories for almost any make and model car sold in Europe. Complementing its headquarters in Germany, Rameder has operations in Austria and Poland, giving the firm a strong CEE foothold. The company’s well-established market position is due to a unique combination of excellent products, robust online sales, sophisticated logistics processes and exceptional customer service. www.kupplung.de Acquired: September Location: United States Avatar provides patient-satisfaction surveys mandated by the Centers for Medicare & Medicaid Services in addition to customised surveys focusing on the patient’s healthcare experience, actionable data reports, benchmarking, and best practices guidance. Avatar serves more than 350 hospitals, 14,000 physicians and 120 home health agencies. www.avatar-intl.com
  • 8. Acquisition Highlights Acquired: July Location: Finland Reima is a leading brand of high-quality children’s outdoor clothing, with a strong market position in the Nordics and Russia. The core focus of Reima is developing high- quality, functional clothing - allowing kids the freedom to do what they please outside and remain protected from the elements all year round. The company sells its clothes under three main brands: Reima, Lassie and Tutta. www.reima.com Acquired: September Location: United States Centiv offers a comprehensive marketing automation platform that provides tools to develop customised, local marketing campaigns that can be designed, produced and fulfilled quickly. Centiv combines front- end marketing resource management software with digital print production capabilities to support campaigns from conception through execution and fulfilment. www.centiv.com 6 7
  • 9. Industry Specialisations Riverside’s specialisations played a role in most of its 2011 acquisitions, accounting for 18 of the 29 deals it completed. While there are no plans to abandon its generalist approach, over the past several years, Riverside has deepened its expertise in several key industries; Healthcare, Education & Training, Software and Franchising. Future planned specialisations for the firm include clean technology and consumer products, two rapidly growing segments in which Riverside already has considerable experience and dedicated staff. Riverside has seen faster growth and greater returns on exits from investments developed by specialist teams. Riverside is among the most These four specialities have active and experienced realised a powerful 3.4x net healthcare and education cash-on-cash return from 14 investors in the world, exits that yielded €468 million. completing 83 such deals in the firm’s history - 12 in the last 12 months alone! Data accurate as of 31 December 2011. Past performance is not necessarily indicative of future results. Performance of these specialties is not typical. See Page 10 for additional information.
  • 10. “No firm in the world shares Riverside’s resources and approach. Even as we’ve become larger and more sophisticated, we’ve remained commited Stewart Kohl Riverside Co-CEO to accelerating growth for small successful companies” Riverside is the only global private equity firm focused exclusively on the smaller end of the middle market. Through its 200+ employees on the ground in 20 international offices, Riverside has the connections to grow small businesses across its footprint. 8 9
  • 11. THE RIVERSIDE DIFFERENCE Origination ANYWHERE Operating Muscle Riverside works on the ground everywhere the firm invests, With more than 25 senior executives serving in full-time scouring the globe for opportunities. Riverside pioneered the operating roles, Riverside has always been a leading use of dedicated sourcing professionals, and while this global proponent of creating lasting value organically. An approach has since been imitated, few firms in Riverside’s operating team was once seen as a resource for fixing market can equal its experience and results. problems at companies. Today, it’s recognised as a force for innovation, creating value and growing companies. Adding Value Principled Approach Riverside dedicates its expertise, resources and experience Riverside has always embraced investors’ interest in to making its companies bigger and better by sourcing environmental, social and corporate governance (ESG+V) new customers, suppliers or other opportunities. For specific issues. At Riverside, we’ve ‘added a ‘V’ for values to represent challenges, the firm uses its Riverside Toolkit, a large pool a values-based philosophy of doing business. Riverside has of vetted resources that help optimise companies through long considered sustainability, environmental impact, and lean manufacturing, pricing, sales and marketing, and company leadership as a natural part of its due diligence other areas of expertise. and day-to-day operations. SUPERIOR SUPPORT Continuous Improvement Riverside supports all of its activity with a coordinated Riverside University is an ongoing series of professional multifaceted team that shares the same goals as the firm’s development and education programs open to all investment professionals. These professionals monitor portfolio Riversiders and portfolio company management teams. performance, develop cost-saving programs, promote This program culminates in a two-day annual leadership Riverside globally, and support the development of investment summit, which brings together Riverside employees, portfolio professionals and portfolio company management. company CEOs and CFOs, and outside board members. INTERNATIONAL GROWTH Industry VOICE Whether it’s evaluating investment opportunities or opening Riverside takes great pride in its positive approach to new markets, Riverside helps its entire portfolio globalise private equity. As the industry has come under increased throughout every market in which it operates. In addition, scrutiny, Riverside has stepped up its advocacy role, Riverside’s dedicated Asian sourcing program helps highlighting the benefits of private equity to the public companies access growth opportunities across Asia. and policymakers through direct interaction with elected officials, speeches and articles, and participation with trade organisations.
  • 12. 2011 Year in review 2011 Exits “The volume of Riverside’s exits show how active we are Pam Hendrickson around the world. The quality Riverside COO of those exits demonstrates our commitment to sustainable growth.” Sentinel Acquired: August 2005 Exited: February 3.1x gross cash-on-cash return 22% gross IRR Justrite Manufacturing Acquired: December 2004 NET Exited: June 3.5x gross cash-on-cash return 20% gross IRR Momentum Acquired: August 2006 Exited: August 4.9x gross cash-on-cash return 35% gross IRR COMBINED IRR EM Test NET Acquired: March 2008 Exited: October 3.5x gross cash-on-cash return 39% gross IRR Results Weight Loss Acquired: August 2008 Exited: November 0.0x gross cash-on-cash return -100% gross IRR COMBINED CASH-ON-CASH RETURN Media Source Acquired: April 2007 Exited: November 2.8x gross cash-on-cash return 25% gross IRR Crisis Prevention Institute Acquired: September 2006 Exited: November 5.0x gross cash-on-cash return 36% gross IRR Unless otherwise indicated, (i) any references to “gross IRR,” are to the aggregate, annual, compound, gross internal rate of return on investments and (ii) any references to “multiple of investment,” “MoC” or “multiple of cost” are to gross multiples of invested capital. Unless otherwise indicated, any references to “net IRR to LPs,” “net multiple of cost,” “net multiple of investment,” “net MoC” or “net DPI” are to the internal rate of return or multiple of invested capital calculated or net distribution per invested capital at the relevant Fund level, after payment of applicable management fees and carried 10 11 interest and other applicable expenses. An individual limited partner’s net IRR may vary based on the timing of capital contributions and distributions. Past performance is not necessarily indicative of future results.
  • 13. ExitHighlights CPI is the world’s leading training organisation specialising in the safe management of disruptive and assaultive behaviour. Acquired: September 2006 5.0x gross cash-on-cash return 36% gross IRR The 2009 add-on acquisition of Dementia Care Specialists expanded CPI’s focus to include seniors suffering with dementia and their caregivers, while the 2010 addition of Positive Options solidified CPI’s market leadership position in the UK market and internationally. The company conducts more than 300 training programs each year in 39 different countries and 130 cities around the world. EM Test manufactures electromagnetic compatibility (“EMC”) test and measurement instrumentation for the automotive, industrial, telecom and other industries. Acquired: March 2008 3.5x gross cash-on-cash return 39% gross IRR Riverside’s original investment plan called for expanding and deepening EM Test’s footprint and products. However, confronted with the global economic crisis, EM Test adjusted its output. With the key drivers for demand in EM Test’s products intact, the company was poised for growth after the downturn and further strengthened its position as the leading supplier in its space. The 2009 add-on acquisition of Lüthi Elektronik Feinmechanik AG allowed EM Test to integrate a leading producer of measuring clamps for EMC test equipment.
  • 14. ExitHighlights Momentum distributes fabric to commercial furniture manufacturers as well as architectural and design firms that serve the office, hospitality, education and healthcare markets. Acquired: August 2006 4.9x gross cash-on-cash return 35% gross IRR Combined with the strong management team, Riverside helped Momentum to prosper and grow organically during the Global Financial Crisis. The company more than doubled its EBITDA and increased sales during Riverside’s hold period through controlling expenses, the implementation of competitive pricing strategies, an investment in initiatives, and innovative product development. Sentinel manufactures products used to clean and protect residential central heating systems. Acquired: August 2005 3.1x gross cash-on-cash return 22% gross IRR Riverside invested in Sentinel as a corporate carve-out from General Electric. Riverside transformed Sentinel from a small corporate division to a standalone company with operations and personnel spread across six countries. During Riverside’s ownership, Sentinel added a range of products and customers with the 2007 add-on acquisition of Salamander Engineering Ltd., a smaller UK-based competitor. The investment was truly international for the global firm, as it involved two Riverside funds – the North America-based Riverside Capital Appreciation Fund and the Riverside Europe Fund. Having deal team members on both sides of the Atlantic delivered a broad range of insight and experience to the company. 12 13 Past performance is not necessarily indicative of future results. See Page 10 for additional information.
  • 15. Improving Outcomes, Lowering 2 0 1 1 A c q uisition Costs Healthcare costs continue to spiral upward internationally, and nowhere is that more true than the U.S. Riverside sees tremendous potential in companies that help reduce costs while improving patient outcomes. Physicians Pharmacy Alliance (PPA) is an ideal example. The company, based in North Carolina, provides high-touch medication dispensing services for patients who require extra attention due to their use of multiple, high- cost, or specialty drugs. PPA works in concert with providers and patients, helping ensure the safety of the chronically ill patients they serve while reducing costs due to incorrect dosages, drug interactions, and other medication- interaction problems. The home-delivery method also helps ensure that patients are safely maintaining their prescription regimen. Using its healthcare specialisation to evaluate the opportunity, Riverside invested in PPA in January 2011, and anticipates expanding the company geographically, through added services, and potentially via add-on acquisitions.
  • 16. 2011 Fund Highlights In the face of macroeconomic uncertainty, Riverside remained steadfast, with its funds outperforming competitors and major market indices and its portfolio increasing valuations in eight out of ten active funds. Highlights included: • losing RMCF II at $137 million, 37% above target. It is the first time Riverside has partnered with the U.S. government’s C Small Business Administration (SBA) as a Small Business Investment Company (SBIC) fund. This gives RMCF II access to incredibly low-interest rate debt from the SBA, and adds up to $150 million in capital, providing RMCF II with a total of $287 million to invest. The fund is off to a running start, purchasing five companies and performing very well. • Maintaing top-quartile performance in seven out of nine mature funds. • NET €227 million returned to investors. Through four fund families, Riverside invests in healthy growing companies valued up to $200/€200 million in North America, Europe and the Asia-Pacific region. Riverside Capital Appreciation Fund Riverside Asia-Pacific Fund (RAF) (RCAF) Founded in 2007, this fund family targets the Founded in 1988, this fund family invests developed economies of the Asia-Pacific in North American-based companies with region, focusing on companies with EBITDA EBITDA of $5 million to $20 million. of $4 million to $15 million. Riverside Europe Fund Riverside Micro-Cap Fund (REF) (RMCF) Founded in 1997, this fund family invests in Founded in 2005, this fund family seeks fast- leading companies in Europe with EBITDA growing North American “micro” companies between €3 million and €20 million. with up to $5 million in EBITDA. Past performance is not necessarily indicative of future results. 14 15 References to the SP 500 Index or other indices are made for comparison purposes only and an investment in a private equity fund (e.g., the Funds) is unlike an investment in an index of liquid public equity securities. “Top quartile” performance is based on Cambridge Associates net cash-on-cash return benchmark and Riverside returns as of September 30, 2011.
  • 17. LIFETIMEEXITS 68 47% 2.9x NET NET EXITS Combined IRR Combined Cash-on-cash return Net Realisations 29 EXITS 10 EXITS 13 EXITS 12 EXITS 4 EXITS 1x 1x - 2.5x 2.5x - 5x 5x - 10x 10x COC 20 YEAR RETURN RETURN COMPARISON 20% 10 YEAR RETURN 5 YEAR RETURN 3 YEAR RETURN 15% 15% 15% 10% 10% 10% 10% 5% 5% 5% 5% 0 -5% 0 0 0 CAMBRIDGE ASSOCIATES CAMBRIDGE ASSOCIATES LLC GLOBAL RIVERSIDE NET RETURNS LLC U.S. PRIVATE EQUITY® (EX-U.S.) PRIVATE EQUITY INDEX SP 500 MSCI WORLD EX U.S. INDEX Source: Cambridge Associates; MSCI; Riverside. Information as of 30/06/2011 Past performance is not necessarily indicative of future results. See Page 10 for additional information. All data as of 31 December 2011 unless otherwise stated.
  • 18. CONTACT US North America Atlanta Luxembourg, Luxembourg 2746 Dover Road 46A, Avenue J.F. Kennedy Atlanta, GA 30327 L-1855 Luxembourg United States Luxembourg T: +1 770 948 4256 T:+ 352 271729 1 Chicago Madrid, Spain 4545 N. Hermitage Avenue Serrano 120-3°dcha Chicago, IL 60640 28006, Madrid United States España T: +1 773 334 7518 T:+34 91 590 1337 200 Cleveland Munich, Germany + Terminal Tower Alter Hof 5 50 Public Square, 29th Floor 80331 München Cleveland, OH 44113 Deutschland United States T:+49 89 242 248 90 T: +1 216 344 1040 Prague, Czech Republic Dallas Václavské náměstí 832/19 3131 McKinney Avenue 110 00 Praha 1 Suite 160 Česká Republika Dallas, TX 75204 T:+420 224 890 166 United States T: +1 214 871 9640 Stockholm, Sweden EMPLOYEES 20 Blasieholmsgatan 4A Los Angeles 114 48 Stockholm 1453 3rd Street Promenade Sverige Suite 305 T: +46 8 545 0 3030 Santa Monica, CA 90401 Warsaw, Poland United States ul. Zielna 37/c T: +310 499 5080 00-108 Warszawa New York Polska 45 Rockefeller Centre, T:+48 22 320 4820 630 Fifth Avenue, Suite 2400 Asia Pacific New York, NY 10111 United States Hong Kong, China OFFICES 14 T: +1 212 265 6575 Times Square Room 2912 Shell Tower San Francisco 1 Matheson Street 455 Market Street Causeway Bay, Hong Kong Suite 1520 China San Francisco, CA 94105 T: +85 2 2159 7492 United States T: +1 415 348 9560 Seoul, South Korea 21FL, Seoul Finance Center Europe Taepyeongro 1-ga, Jung-gu Brussels, Belgium 100-768 Seoul 7. Avenue Lloyd George South Korea B-1000 Brussels T: +82 2 3782 6820 COUNTRIES 4 Belgium Tokyo, Japan T: +322 626 21 21 Level 9, Kamiyacho Budapest, Hungary Prime Place Millenáris Avantgarde 4-1-17, Toranomon, Fény u. 16. Minato-ku H-1024 Budapest Tokyo 105-0001 Hungary Japan T: +361 224 9050 T: +81 3 5408 1230 London, United Kingdom Melbourne, Australia City Point Level 35, 140 William Street 1 Ropemaker Street Melbourne, VIC 3000 CONTINENTS London, EC2Y 9HT Australia T: +44 208 895 4876 T: +61 3 8672 2000 The Information contained herein speaks as of the date hereof or as of the specific date(s) noted herein, as applicable. The Information contained herein is not intended to be relied upon as investment advice and is not, and should not be assumed to be, complete.
  • 19. Connect with us The Riverside Company youtube.com/ TheRiversideCompany @theriversideco www.riversideeurope.com
  • 20. The Riverside Company 2012. The information contained herein (“Information”) is furnished on a confidential basis for the sole and exclusive purpose of allowing a recipient to evaluate its investment in the limited partnership interests or redeemable participating shares, as applicable, of private funds (“Funds”) offered by Riverside Partners (“Riverside” and its affiliates), L.L.C. d/b/a The Riverside Company (“Riverside”). As a condition to being given access to the Information, each recipient thereof agrees not to transmit, reproduce or make available to anyone any of the Information or to use it for any purpose other than the evaluation of such recipient’s investment Funds. Each person who has accessed, or received a copy of, the Information (or any part thereof) is deemed to have agreed (i) not to reproduce or distribute the Information, in whole or in part, except to any employee, agent or representative directly concerned with the recipient’s investment in the Funds who agrees to be bound by this paragraph, (ii) to return the Information to the Funds promptly upon request and (iii) to be responsible for any disclosure of the Information, by such person or any of its employees, agents or representatives.