Outsourced Corporate Development

             Value acceleration for technology companies
             and their investors




Minuteman Advisory Partners, LLC
Brad Hafer/Minuteman Advisory Partners introduction
                                           More than 20 years of technology, business and consulting experience. He
                                           has held executive operating roles with three tech companies leading to
                                           successful exits, including
                                            •  VP, Corporate Development at MatrixOne, sold to Dassault Systemes
                                               (~$400 million)
                                            •  VP, Marketing & Business Development at Synchronicity Software, sold
                                               to MatrixOne (~$18 million)
                                            •  VP, Corporate Development at SupplierMarket.com, sold to Ariba (~$1
                                               billion)
Bradford G. Hafer
Managing Director,                         Functional responsibilities spanning strategy development, marketing,
Minuteman Advisory Partners, LLC           product management, business development, M&A and post-merger
                                           integration.

(781) 856-7978                             Previously, seven years with global consultancy A.T. Kearney and started
(781) 275-5104 (fax)                       his career with IBM.
brad@minuteman-advisory.com                MBA from the Kellogg School of Management (Northwestern University)
www.minuteman-advisory.com
                                           and a B.A. in Engineering from Lafayette College
                                           Serves on the advisory boards of several technology start-ups

       Representative Minuteman Advisory Partners Clients                    Previous Experience




© Minuteman Advisory Partners, LLC                                                                                 1
Minuteman Advisory Partners - Overview

                                     “Outsourced Corporate Development”
       •  Market Focus
           −  VC-backed portfolio companies
           −  Domain experience in High-tech, Internet and Digital Media

           −  Emerging coverage in renewable energy/cleantech




       •  Core Capabilities
           −  Strategy development
           −  Aligning company assets with potential acquirers’ needs


           −  Operational assessment and improvement

           −  Partnership development and deal execution


           −  Corporate Development/M&A

           −  Post-merger integration


           −  Business plan development and venture capital raise outreach




       •  Strong relationships
           −  Investors - Venture Capital and Growth Equity. Several repeat client engagements with blue
              chip firms
           −  Strategic Buyers - Major technology and media companies

           −  Intermediaries – Investment Banks, Law Firms, Accounting Firms




© Minuteman Advisory Partners, LLC                                                                         2
Targeting emerging VC-backed portfolio companies

            Portfolio company performance distribution



       % of
Companies                                       Emerging/
in portfolio
                                              Mid-Performing
                                       Dogs                               Stars

                                0-1x                  2-3x                    5-10x+
                                              Current Expected Return


       •    Stars capture the bulk of VC’s attention while Dogs tend to be written off early
       •    Emerging/Mid-performers, representing the bulk of a portfolio, have unclear future
            exit values. They can have substantial impact on fund IRR if even modest
            improvements are gained or reasonable exits occur sooner
       •    A focus on the large number of mid-performers to drive turnaround, growth and
            attractive, near-to-mid term exits
       •    Additionally, strengthen the value of Stars by improving the alignment of product, go-
            to-market, partnership and exit strategies

© Minuteman Advisory Partners, LLC                                                              3
Mid-performing companies face common challenges

    Portfolio company symptoms….                        … and resulting investor thinking

          Slow growth, or even flat, via organic            “Why do we continue to miss each
           means                                              quarter?”
          Consistently missing revenue targets with         “I’m not sure we have a clear idea of the
           lengthening sales cycles                           end-game here.”
          Inability to increase margins with scale          “The 90 day plan I requested is not
          Technology-focused, rather than market-            materializing.”
           focused team                                      “Why are our competitors being acquired
          Misaligned product and go-to-market                and we haven’t gotten a call?”
           strategies; not linked to an exit plan            “I don’t have enough visibility into
          Lack skills at building strategic                  management thinking between board
           relationships or driving exits                     meetings.”
          Realizing that there is a smaller TAM than        “We’re going to have to make a leadership
           originally expected                                change.”
          Lack of clear leadership and/or                   “I don’t have enough time to get
           disagreement among management team                 operational on this one.”
          Competition from new entrants and                 “I think I’d rather spend time on my clear
           platform players                                   winners”
                                                             “What might this company sell for today?”

© Minuteman Advisory Partners, LLC                                                                         4
Potential value levers may differ for each situation


        •    Value extracted via combining levers for each portfolio situation
              −  Sales channel critical mass and effectiveness
              −  Partnership leverage
              −  Tuck-in acquisitions
              −  Re-tooled product portfolio
              −  Leverage offshore R&D
              −  G & A, Marketing cost reduction
              −  Operational improvement
              −  Critical mass and profitability
              −  Appropriate capitalization

        •    Position for exit at appropriate time to maximize value
              −  Drive immediate sale if potential returns do not warrant continued investment
              −  Strategically align with one or more targeted would-be acquirers.
              −  Continue to drive internal value while market matures and until consolidation
                 begins



© Minuteman Advisory Partners, LLC                                                               5
Relationships and contacts with key partners, strategic
                      investors and/or buyers across high tech and media
Marketing, Media & Advertising       Enterprise Software/IT Infrastructure   Technical Software/PLM




  Communications/Networking                    Identity & Security             Energy/Cleantech




© Minuteman Advisory Partners, LLC                                                                6
Engagement model for portfolio companies and investors

   1.  Internal Company Assessment (consulting fee)
             Internal review of management, product, assets, operations
             External market and competitive overview
             Business model and financial review
             Identify gaps and areas to drive operational improvement

   2.  Strategy Development (consulting fee)
             Identification of the optimal target market
             Development of growth strategy via new market entry, improved positioning, partnerships or acquisitions
             Build vs. partner vs. buy analysis
             Determination of ideal channel or solution partners to drive revenue and who may be likely acquirers
             Re-tool product portfolio to better meet acquirers needs
             Development of strategic alternatives and optimal time for exit

   3.  Outsourced Business Development (monthly retainer + success fee/equity)
             Identification and prioritization of business development targets for product, channel or strategic
              partnerships
             Complete pursuit-to-close execution
             Leverage executive relationships across high-tech and media strategic partners/investors/acquirers
             Alignment of partnership development with eventual exit strategy

   4.  Outsourced Corporate Development (monthly retainer + success fee/equity)
             Strategy development, pitch deck refinement and process coordination
             Capital raise
             Buy and Sell-side M&A
             Coordination of investment banker selection and process management
             Post merger integration
© Minuteman Advisory Partners, LLC                                                                                      7

Minuteman Advisory Partners

  • 1.
    Outsourced Corporate Development Value acceleration for technology companies and their investors Minuteman Advisory Partners, LLC
  • 2.
    Brad Hafer/Minuteman AdvisoryPartners introduction More than 20 years of technology, business and consulting experience. He has held executive operating roles with three tech companies leading to successful exits, including •  VP, Corporate Development at MatrixOne, sold to Dassault Systemes (~$400 million) •  VP, Marketing & Business Development at Synchronicity Software, sold to MatrixOne (~$18 million) •  VP, Corporate Development at SupplierMarket.com, sold to Ariba (~$1 billion) Bradford G. Hafer Managing Director, Functional responsibilities spanning strategy development, marketing, Minuteman Advisory Partners, LLC product management, business development, M&A and post-merger integration. (781) 856-7978 Previously, seven years with global consultancy A.T. Kearney and started (781) 275-5104 (fax) his career with IBM. brad@minuteman-advisory.com MBA from the Kellogg School of Management (Northwestern University) www.minuteman-advisory.com and a B.A. in Engineering from Lafayette College Serves on the advisory boards of several technology start-ups Representative Minuteman Advisory Partners Clients Previous Experience © Minuteman Advisory Partners, LLC 1
  • 3.
    Minuteman Advisory Partners- Overview “Outsourced Corporate Development” •  Market Focus −  VC-backed portfolio companies −  Domain experience in High-tech, Internet and Digital Media −  Emerging coverage in renewable energy/cleantech •  Core Capabilities −  Strategy development −  Aligning company assets with potential acquirers’ needs −  Operational assessment and improvement −  Partnership development and deal execution −  Corporate Development/M&A −  Post-merger integration −  Business plan development and venture capital raise outreach •  Strong relationships −  Investors - Venture Capital and Growth Equity. Several repeat client engagements with blue chip firms −  Strategic Buyers - Major technology and media companies −  Intermediaries – Investment Banks, Law Firms, Accounting Firms © Minuteman Advisory Partners, LLC 2
  • 4.
    Targeting emerging VC-backedportfolio companies Portfolio company performance distribution % of Companies Emerging/ in portfolio Mid-Performing Dogs Stars 0-1x 2-3x 5-10x+ Current Expected Return •  Stars capture the bulk of VC’s attention while Dogs tend to be written off early •  Emerging/Mid-performers, representing the bulk of a portfolio, have unclear future exit values. They can have substantial impact on fund IRR if even modest improvements are gained or reasonable exits occur sooner •  A focus on the large number of mid-performers to drive turnaround, growth and attractive, near-to-mid term exits •  Additionally, strengthen the value of Stars by improving the alignment of product, go- to-market, partnership and exit strategies © Minuteman Advisory Partners, LLC 3
  • 5.
    Mid-performing companies facecommon challenges Portfolio company symptoms…. … and resulting investor thinking   Slow growth, or even flat, via organic   “Why do we continue to miss each means quarter?”   Consistently missing revenue targets with   “I’m not sure we have a clear idea of the lengthening sales cycles end-game here.”   Inability to increase margins with scale   “The 90 day plan I requested is not   Technology-focused, rather than market- materializing.” focused team   “Why are our competitors being acquired   Misaligned product and go-to-market and we haven’t gotten a call?” strategies; not linked to an exit plan   “I don’t have enough visibility into   Lack skills at building strategic management thinking between board relationships or driving exits meetings.”   Realizing that there is a smaller TAM than   “We’re going to have to make a leadership originally expected change.”   Lack of clear leadership and/or   “I don’t have enough time to get disagreement among management team operational on this one.”   Competition from new entrants and   “I think I’d rather spend time on my clear platform players winners”   “What might this company sell for today?” © Minuteman Advisory Partners, LLC 4
  • 6.
    Potential value leversmay differ for each situation •  Value extracted via combining levers for each portfolio situation −  Sales channel critical mass and effectiveness −  Partnership leverage −  Tuck-in acquisitions −  Re-tooled product portfolio −  Leverage offshore R&D −  G & A, Marketing cost reduction −  Operational improvement −  Critical mass and profitability −  Appropriate capitalization •  Position for exit at appropriate time to maximize value −  Drive immediate sale if potential returns do not warrant continued investment −  Strategically align with one or more targeted would-be acquirers. −  Continue to drive internal value while market matures and until consolidation begins © Minuteman Advisory Partners, LLC 5
  • 7.
    Relationships and contactswith key partners, strategic investors and/or buyers across high tech and media Marketing, Media & Advertising Enterprise Software/IT Infrastructure Technical Software/PLM Communications/Networking Identity & Security Energy/Cleantech © Minuteman Advisory Partners, LLC 6
  • 8.
    Engagement model forportfolio companies and investors 1.  Internal Company Assessment (consulting fee)   Internal review of management, product, assets, operations   External market and competitive overview   Business model and financial review   Identify gaps and areas to drive operational improvement 2.  Strategy Development (consulting fee)   Identification of the optimal target market   Development of growth strategy via new market entry, improved positioning, partnerships or acquisitions   Build vs. partner vs. buy analysis   Determination of ideal channel or solution partners to drive revenue and who may be likely acquirers   Re-tool product portfolio to better meet acquirers needs   Development of strategic alternatives and optimal time for exit 3.  Outsourced Business Development (monthly retainer + success fee/equity)   Identification and prioritization of business development targets for product, channel or strategic partnerships   Complete pursuit-to-close execution   Leverage executive relationships across high-tech and media strategic partners/investors/acquirers   Alignment of partnership development with eventual exit strategy 4.  Outsourced Corporate Development (monthly retainer + success fee/equity)   Strategy development, pitch deck refinement and process coordination   Capital raise   Buy and Sell-side M&A   Coordination of investment banker selection and process management   Post merger integration © Minuteman Advisory Partners, LLC 7