You are on page 1of 72

First Quarter Report

March 31, 2005


First Quarter 2005 Report
Table of Contents

I. Letter to the Partnership

II. Macro Environment Review

III. Technology Market Review


A. Hardware
B. Software
C. Communications
D. IT Services

IV. Portfolio Company Summaries


A. ADERANT
B. AKQA
C. AMI Semiconductor
D. C-MAC
E. GXS
F. Legerity
G. MagnaChip
H. NPTest
I. OfficeTiger
J. RedPrairie
K. SMART Modular
L. Ultra Clean Technology
M. Webtrends
N. WRQ

V. Financial Statements
A. Balance Sheets
B. Statements of Operations
C. Statements of Changes in Partners' Capital
D. Statements of Cash Flows
E. Schedule of Investments
I. Letter to the Partnership
June 30, 2005

Dear Investor:

In an effort to make our communications to you more focused and relevant, in the future we
will provide our detailed market and segment overviews a few times a year as conditions
warrant, rather than at each quarterly interval. As such, our first quarter report comes to you
near the end of the second quarter since we provided our last assessment fairly recently in
March.

Our activity through the first half of the year has been quite high with realizations from both
SMART Modular and Credence Systems, an add-on acquisition for AMI Semiconductor
(financed by the company), and three additions to the portfolio representing $234 million of
investment by the Partnership.

In spite of a choppy high-yield market, SMART Modular completed its refinancing in late
March. The company raised $125 million in proceeds, with $26 million of that distributed to
representing a return of 89% of our capital. In addition, the Partnership sold
4.8 million shares of Credence Systems (formerly NP Test) in a block trade at $8.14 per
share, for a total return of $39 million. Our original investment of $1 51 million in NP Test
has now returned $241 million in cash and the Partnership holds 9.8 million shares valued at
$89 million as of June 301h.

The Partnership announced three new acqms1t1ons in March and April, with each
subsequently closing in the second quarter. Our portfolio company WRO merged with a
larger competitor, Attachmate, in a transaction valued at $174 million. and its co-
investors contributed an additional $36 million of equity, of which the Partnership's share
was $14 million. In April we closed on two new portfolio companies, WebTrends and
RedPrairie. Web Trends is a leading provider of web analytics software used by over half of
the Fortune 500 to measure and optimize websites and web business initiatives. We
purchased Web Trends from its parent, NetiQ, for $105 million with $95 million from the
Partnership and $10 million in debt. Red Prairie is a market leader in warehouse and logistics
management software. We purchased Red Prairie from its existing investors for $241 million,
with $125 million coming from the Partnership and $116 million coming from Foothill in the
form of senior financing. While it is still early to comment on the progress of these
investments, all three are ahead of investment projections to date. Finally, on June 22nd, AMI
Semiconductor announced the acquisition of assets from Flextronics for $\35 million, to be
financed by the company.
As discussed in our mHrket overview segments that follow, the investing environment
remains attractive fm and we see this reflected in our ongoing deal activity. While no
deals are currently under fonnal LOis as we had last quarter, our deal pipeline remains full
and activity at the finn looks to continue its strong pace into the summer months. We look
forward to seeing as many of you as can make it to our Annual Investors Conference in
October at which time we will provide an in-depth review of the portfolio and our activities
year to date.

Sincerely,
II. Macro Environment Review
From time to time, it is well worth the effort to step back and assess the long-term trends
that are affecting the investment environment, rather than dwelling too narrowly on the
short-term movements in the economy and the capital markets. Failing to do so can
result in missing the forest for the trees, and can cause the investor to miss important
phenomena that aren't reflected in quarterly data. Now is a particularly good time to do
so given that the general economy, the tech economy, and the global capital markets are
all relatively stable, and are continuing trendlines that were established many quarters
ago. Even the notable hiccup in the high-yield market following the news from General
Motors has largely reversed itself, and non-auto bond spreads have returned to their
levels of earlier in the year. Although financial newspapers are still full of commentary
every day, the reality is that short-term trends are relatively benign and not particularly
eventful.

On the other hand, long-term trends are far more likely to influence investment returns
over the coming years, and the impact will largely be negative. Specifically, the global
economy and capital markets have been characterized by excessive liquidity since the
start of the new millennium, resulting in a series of asset bubbles. At best, the draining of
this excess liquidity over the coming years will put downward pressure on returns
through falling asset prices, assuming it occurs smoothly. At worst, the liquidity
"bubble" could pop in certain areas (e.g. housing prices, the current account deficit) that
could lead to more calamitous etfects on the real economy. In any event, future rates of
return on capital employed will be lower for most investors than what they have enjoyed
in the past.

The liquidity bubble is a global phenomenon and is not limited to the United States,
though arguably the Federal Reserve played a major role in its development. With the
demise of Long-Term Capital Management in 1998, and in advance of Y2K, the Fed
pumped liquidity into the system. After the stock market boom and bust (the former
arguably brought on by the excess liquidity from the Fed in the first place), the Fed
reversed the tightening it had begun in 2000, and adopted an extremely loose monetary
stance for the next several years (Figure 1).

Federal Funds Rate

"'"' ,,.., ,., """" '""' ""'" '""" ""'ll '"" :!<104
Sooroe: The Corrlerence Board

Figure I

7
Confidential
The excess liquidity of the last few years has not manifested itself in product inflation
(Figure 2), but rather in rolling asset inflation. This was first seen in equities, most
acutely in the Nasdaq (Figure 3), and then in global housing prices (Figure 4). Global
bond markets have broadly witnessed asset inflation as well, with declining real yields
(yields being the inverse of price) in both the United States and Europe (Figures 5 and 6).
The high-yield market has been a particularly strong indicator of debt securities inflation
with the steep drop in spreads since 2003 (Figure 7).

Fed Achieves Goal of Price Stability

'"
'"
'"'"'
"'
""' ~A.....,I%<1:1orqoinPCE

" ~ 5)""' ""~"'I·--


"
"
"
" ,_
~

·- ~·
1970

Soorce. FactSet
-
1 976 ~·
1961
Ai>!·
1007
0<1·
1992
Apt-
1996
S.p-
200J

Figure 2

Nasdaq Composite Index

Source· IDC

Figure 3

8
Confidential
House-price Indices(% Change 1997·2005)

Source· The Eoonomist

Figure 4

Real10yr Bond Yield (EMU)

Source BCA R,..earch

Figure 5

Real10yr Bond Yield (US)

·~
22-Jcn-1008 31·JIJ.2002 21J.Apr-2005
Soorce: BCA Research

Figure 6

9
Confidential
High Yield Spreads 712004

1000

••
'• =
• ••
,... '""" '""" 1<107 ,... 2000 ''''" 2002 '''" '""
Source: JPMorg""; lbbolsoo AW>Cia10S

Figure 7

Excess liquidity apparently exists globally as well, not merely in the housing bubble
statistics of Figure 4, but also in the current account surpluses of America's trading
partners. There has been a torrential flood of monies into the United States from abroad
(often attributed to excess local savings rates) to fund the current account deficit of the
U.S., the inverse of which is capital account surpluses in countries abroad (Figure 8). In
other words, global excess liquidity seems to be flowing into real estate in home
countries, and into financial assets of the United States.

U.S. Annual Current Account Deficit

-100

~ -200
= -300
•• ~0

1sa2 1964 1sa6 1988 1990 1992 1994 1996 1ssa 2000 2002 2004
Source: OECD

Figure 8

What are the possible outcomes of the above situation, and what will be the impact on
investors, particularly ? There are three generic scenarios as we see it:

I. Steady-as-She-Goes. If the analysis above is incorrect, or at least is over-stated,


there really aren't any unusual economic distortions to be resolved. In this
scenario, foreigners have excess savings because they have anemic growth
prospects at home, and they invest for higher yields in asset classes and countries
that have better prospects, i.e. real estate and the United States. What looks like
rolling asset inflation from excess liquidity is instead simply the cyclical markets
10
Confidential
m operation, and they can be expected to continue as such, with no notable
deviation. Future returns won't be particularly compelling, but they won't worsen
appreciably either.

2. Bursting Bubbles. In this scenario, any one of the possible bubbles identified
above could correct sharply with very strong real economic consequences from
wealth effects and from increased risk. For example, a sharp reversal in the
current account deficit from capital flight would cause steep declines in the dollar
and negative global economic repercussions. Less dramatic, but perhaps more
debilitating over time, product inflation could kick in as the next rotating
inflation, with attendant negative consequences for the economy and the capital
markets. Future returns would be down significantly across the board.

3. Sideways Drift. Liquidity could leave the system slowly through simple
economic gro\Vth, and without sharp contractions. Without any catalyzing events,
the overshoot in asset prices from excess liquidity could be followed by a period
of sideways drift, or slight decline, as real economic growth catches up with the
overshoot. Future returns will chronically disappoint investors owing to this wind
in the face, except in segments that are insulated from the excesses.

The bulk of public commentary centers on variants of the second scenario above, not
because the data support it, but because it makes for better copy. By definition, it is
impossible to predict the surprise event that could catalyze scenario two, but events that
might add to the distortions in the global economy bear monitoring. Specifically, the Fed
could overshoot in its tightening, or the European Union could begin to unravel and
undennine global confidence, or geopolitical events could erupt in unexpected and risky
ways.

Absent these calamities, however, the more likely scenario is the unwinding of excess
liquidity through sideways drift. The trend data suggest that we've been operating in this
way for awhile (note the trading ranges of major equity exchanges in the past three
years). This will be unnleasant for investors generally as the hunt for excess returns will
be difficult. While s not immune from such macroeconomic forces,
and these forces deserve the attention we have given them here, we believe we are largely
insulated from their impact on our potential rates of return for three reasons. First, assets
in private equity will be somewhat decoupled from the global excesses in liquidity,
although arguably some of that liquidity is spilling into the market this year. Second, and
more specifically for , the specialized niche of technology buyouts
remains underserved with competitive barriers to entry, and therefore excess returns can
still be had. Finally, strategy of Complexity Arbitrage is a further differentiator,
and significantly shields our investments from the coarse-grained forces described above.
In summary, picking the correct spots to invest will be more crucial than ever in order to
achieve acceptable rates of return, but the specific market for 1ctivities should
remain robust.

II
Confidential
III. Technology Market Review
A. Hardware

Semiconductors and Capital Equipment

The semiconductor industry seems to be stuck in a quagmire. Each time the industry takes
one step forward, it follows with one or two steps backward. After experiencing weak
bookings during the second half of 2004 (driven principally by inventory overbuild), the
industry appeared to be on the road to recovery in Ql as semiconductor stocks were up from
the beginning of the year through early March. However, that recovery may not be as robust
as many industry executives had hoped. Semiconductor stocks are in fact down 5% from
January I of this year and down nearly 20% from the beginning of2004.

SOXX Since Jan 2004


""~'

,,,,,,,,,,,,,,,,.
"'.
Souroe· FactSet

Figure 9

SOXX Since Jan 2005


'"" .

'"

Soorce: FactS..!

Figure 10

Ironically, the inventory correction that troubled the industry late last year appears to be over
and most companies hit their Ql earnings estimates and delivered Ql results that were better
than historical averages. Additionally, most of the companies guided to slightly increasing
revenue growth for Q2. However, there were mixed signals across the board. While many of
the bellwethers reported good results, macroeconomic variables-including rising interest
rates, persistently high oil prices and a consumer spending slowdown-are creating a less than
13
Confidential
torrid environment. As such, customers are ordering at a cautious pace and the IC players
have very little pricing leverage. While it is unlikely that we are headed for a precipitous
downturn, it also does not look like we are going to experience the next leg up in the cycle.

The capital equipment industry is experiencing a similar fate as its IC brethren. Again, stocks
are down from the beginning of the year and down nearly 30% from the beginning of2004.

SCE- Since Jan 2004

/////////////////
S.lU!ce. FactSet

Figure 11

SCE- Since Jan 2005

SOIJtce FactS€!

Figure 12

The bigger issue surrounding the equipment industry is that many of the semiconductor
players front-end loaded their 2005 spending, and as such, the capital equipment players are
likely to experience a significantly weaker second half when compared with the first half of
2005. All of the vanguards in the industry (Applied Materials, Novellus, KLA, etc.) have
already guided to sequentially down bookings for the next quarter. Another big issue for the
equipment industry is that its memory customers (who drove most of the buying in 2004) are
taking a respite while the foundry customers have yet to make up for this spending decline. In
fact, the foundry industry is still suffering from excess capacity and relatively weak
utilization. To stimulate spending, equipment vendors are offering significant discounts and
extended payment terms and this is creating near-term havoc and long-term industry
destabiliz.ation. While most experts still expect the IC industry to grow in 2005 and 2006,
14
Confidential
these same experts are more cautious about capital equipment industry spending. Forecasted
revenue growth rates for 2005 and 2006 range from -I 0% to 10%. The reality is that there is
very little visibility and we will continue to live in a "one quarter at a time" environment for
the foreseeable future.

EMS

All of the primary end-markets for the EMS industry (PCs, communications, and consumer
electronics) have been relatively healthy for the last 18 months. Moreover, many OEMs
continue to focus on their core competencies and outsource manufacturing assets. Both
factors have proven to be big growth levers for the EMS industry. However, EMS stocks are
down 15% from the beginning of 2005 and down 30% from the beginning of 2004. While
there are a host of issues creating this decline in market value, the primary issues continue to
be the lack of pricing and operating leverage, and structural industry overcapacity. As an
example, the industry grew only 5% in the first quarter of2005 when compared with the same
period in 2004. More importantly, the earnings leverage that investors had expected has not
materialized. This is manifest in declining gross and operating margins for the five biggest
players in the industry for the latest quarter.

Given investors do not seem to be rewarding scale, one might expect many of these players to
pursue a divestiture strategy to focus on core competencies and create additional ROIC.

PCs and Servers

The PC and server markets have not moved materially since our last quarterly update. While
2005 will not be the record year that 2004 was for either the PC or the server market, it is
shaping up to be a good year by any reasonable metrics. The PC market is expected to grow
nearly 5% in revenue terms while the server market is expected to grow nearly 3%. We are
cautious about these gro\Vth rates as most analysts predict more moderate GDP-type growth
rates for the foreseeable future. However, there does not seem to be any inflection points that
will drastically change industry gro\Vth rates for at least the next several quarters.

15
Confidential
B. Software

US Government data indicated that the first quarter showed yet another quarter of spending
acceleration (Figure 13).

Software Spending
Year-over-Year Growth
,.,.,_
' ""· "'"
"''"" ""
..
"-~

<
ll'<·
'"~
...····• """'""'
''
0
IL>%

" ... ~

' ""'·
I'"•J

~'"'"·' ...... . .. ~.

"'""·• JQ"" JQ99 LQOO JQOO LQOL .\QOJ lQOl JQOJ IQOJ .\QO.l lQM JQ04 JQ05,

Figure 13

However, results from the leading software vendors suggest that the market's rate of growth
may have peaked in the first quarter. At least half of the ten largest software companies
reported negative or significantly decelerating growth in the first quarter. Moreover, growth
appeared to have slowed as the quarter progressed. The following chart was used by IBM
recently to show the trajectory of year-over-year growth by month for the company as a whole
during the first quarter (Figure 14).

IBM Revenue Growth by Month

""' '·~
'"'
""' ·~
I '"'
4.0'!'. '

''
"~
>
-~
'~

-
(0.1,..
·~
(1 0%)
>ro ••
Source· ISM

Figure 14

Looking across the results of the largest companies, three major trends are evident.

First, industry consolidation continues. Oracle's success in consummating its acquisitions of


PeopleSoft and Retek and its early success in extracting synergies from the combined
organization appears to have unleashed a flood ofM&A activity in software. Notably, Adobe
has recently agreed to acquire Macromedia in a transaction initially valued at $3.5 billion.
16
Confidential
Also, IBM has announced an agreement to acquire Ascential in a transaction valued at over
$1.0 billion, and EMC has agreed to acquire yet another software company in a transaction
valued at over $200 million. While the motives for each of these transactions vary, there are
common themes: end-market growth is decelerating, scale has value, customers want to deal
with fewer vendors, and integrated solutions have value. While there is a big difference
between cobbling together a "complete" solution through a string of acquisitions and building
one on a single platform, there seems to be an intent on the part of many vendors to achieve
greater scale quickly through whatever means are at their disposal, and acquisitions are often
the fastest way to achieve that goal, whatever the long-term costs may be. We would expect
to see consolidation continue this year, and eventually we would also expect to see fallout
from this consolidation as some acquirors inevitably overreach.

The second major theme is a sharp and recent deceleration in consumer-driven software
spending. Until very recently, software companies with consumer exposure had been
growing at much higher rates than companies with an enterprise focus. This appears to be
shifting. The following chart tracks reported year-over-year growth among three of the
largest consumer-oriented software companies (Figure 15).

YoY growth of leading consumersJw companies

30%-
,-AOObe

'"' ·-----sv"""""''
-- • - ERTE
'"'
: -10%
Mar-04 Jun-04 Sep-04
\
Oec-6<~---~-~-05

' -20%
Quarter ending
Source Company reports

figure I 5

When Electronic Arts missed the December 2004 quarter, many observers noted that the
video games business is hit driven and notoriously cyclical, and they dismissed the results as
an aberration. The March 2005 quarterly results, which showed an 8% year-over-year
decline, were harder to dismiss, and the guidance for a 20% revenue decline in the June
quarter makes it even harder yet. While Electronic Arts is in fact a cyclical company and thus
is not a perfect proxy for consumer demand, it is noteworthy that desktop and consumer
software leaders, Adobe and Symantec, each saw dramatic slowdowns in Q I after growing
rapidly throughout last year. Meanwhile, companies such as Oracle and SAP, which sell
exclusively to businesses and mostly to large businesses, appear to be doing well. Although
software is a minor portion of the consumer's budget, it does not appear to be exempt from
the general consumer wallet-tightening which has hampered retailers such as Wai-Mart
recently.

A third phenomenon, which is not new, but which continues to present opportunity, is that
valuations vary widely by sector. While the security market has superior current growth,
17
Confidential
security companies actually have similar business models to many other sectors. There was a
time not long ago when content management was viewed as a sector with tremendous secular
growth prospects.

The M&A and IPO markets reflect the consolidation and maturation trends: mergers are up,
and IPO volumes remain low. In Ql, there were 27 software M&A deals (>$50M)
announced, while only two software IPOs took place. In addition to the many strategic
transactions announced in the quarter, sponsor activity in the sector also accelerated. The
announcement of an $11.0 billion sponsor-led acquisition of Sungard Data Systems was the
most notable such transaction. Some observers have claimed that this transaction may
represent the beginning of a wave of enormous sponsor-led acquisitions in software and
technology. Companies such as BMC Software, Siebel, and Compuware are mentioned as the
next logical targets for billion dollar plus software buyouts. Others view elements of the
Sungard deal (such as the premium paid over the prior share price, the apparent absence of
any competing bids, the absolute amount of leverage, the number of sponsors involved, and
the diligence timetable) as a harbinger of a cyclical top in the credit and LBO markets. While
we do expect the pick up in sponsor-driven software buyouts to persist, we believe that the
Sungard transaction may represent a tech-buyout high-water mark for years to come.

The valuation environment in Ql was largely unchanged if one looks at average valuation
multiples across the industry as a whole. However, at the low end of the market, the number
of deeply discounted software companies has risen rapidly in recent months. The number of
companies with $50 million or more of revenue valued at or below l.Ox their current revenue
level has risen considerably since the start of the year (Figure 16).

Companies Below 1.0x TEVICY05 Rev

Uec-04 Mar-ll~

Soorce FaclSell CSFB

Figure 16

Overall the implications of this are favorable for . Valuations are improving for many of
the companies in our target size range, and the imperative for consolidation is causing many
management teams to re-evaluate the benefits of the "go it alone" strategy. In future quarters,
we would expect as a result to report an increase in investment activity focused on public
companies and an increase in transactions motivated by the logic of industry consolidation.

18
Confidential
C. Communications

Service Providers

Consolidation continued as a strategic priority for the telecommunications industry during the
first quarter of2005. Cingular pushed aggressively to integrate the AT&T wireless operations
and migrate its customers to Cingular calling plans and billing systems. Sprint and Nextel,
Alltel and Western Wireless, and SBC and AT&T all began to develop detailed integration
plans of merging their respective operations in order to make good on promises made to their
shareholders. Qwest refused to listen to MCI's board and fought hard to win the bidding war
for MCL In the end, it came up short. The MCI shareholders should be thankful for Qwest's
persistence as it forced Verizon to repeatedly increase its offer for MCI. It's hard to imagine
any of these companies making significant acquisitions in the near future as they will
consume a lot of energy working though integration issues. Notwithstanding all the focus on
integration, carriers modestly increased their capital spending during the first quarter of 2005
and remain on pace to increase spending by 5-6% year-over-year.

The largest M&A deal went to Time Warner and Comcast who jointly offered to buy the
preponderance of Adelphia's cable operations out of bankruptcy. The $17.6 billion deal will
allow Time Warner to add approximately 3.5 million subscribers (bringing its total subscriber
base to 14.4 million) and to become the largest provider in both New York City and Los
Angeles. Comcast will acquire 1.8 million subscribers and remain the country's largest cable
provider with over 23.5 million subscribers. Comcast and Time Warner have aggressive
plans to provide telephony services to all of these customers so customers should expect some
attractive telephony promotions in these markets.

As reported during the fourth quarter 2004 report, emerging VolP providers continue to grow.
Vonage, an emerging consumer VoiP service provider, ended the year with almost 400,000
subscribers, effectively doubling its subscriber base during the second half of2004. Given its
rapid growth, Vonage managed to secure an additional $200 million as part of a private
financing. Skypes, a peer-to-peer VolP community, exceeded 115 million downloads by the
end of May, nearly doubling the number of downloads as of the end of 2004. While Skypes
remains a free peer-to-peer service, it began offering its customers the ability to connect to
non-Skype customers through a "fee" service that provides its customers with connections to
the public switched telephone network.

While the customer base of these emerging VoiP carriers remains modest, their growth is
creating new issues that may force the FCC to regulate their service offerings. To date, these
companies have not provided emergency 911 services as part of their base offerings as the
RBOCs control the 911 registers and have no interest in opening up these databases to their
competitors. Additionally, the FBI knows how to "tap" a circuit-switched call to monitor
potential criminal activities, but it hasn't yet detennined how to "tap" a packet. Finally, the
FCC forces the RBOCs to effectively tax their subscriber base in order to raise funds to
provide telephony services in un-economic rural areas. This tax creates a competitive pricing
disadvantage for the RBOCs and it goes without saying that they will be lobbying
aggressively to have these taxes added to Yonage and Skype customers. These companies
have grown in an unregulated environment and it will be interesting to see if they can
maintain these growth rates in a regulated one.

19
Confidential
Equipment Providers

For several quarters, British Telecom ("BT") has been evaluating who will supply equipment
for its 21 sl Century Network. In April, it announced the winners and noticeable absent from
the list was Marconi. This decision dealt a potentially fatal blow to Marconi as BT has been a
major Marconi customer for many years and it will be extraordinarily difficult for it to replace
BT with another customer of equal magnitude. Almost as surprising as Marconi's absence
was Huawei's (Chinese equipment vendor financed by the Chinese government) inclusion to
provide access and optical transmission equipment. Huawei generated over $4 billion in
revenue during 2004; however, the preponderance of that revenue came from Chinese
carriers. This is a major victory for Huawei and highlights the fact that its low-priced
technology is "good enough" for a major developed-world carrier. Time will ultimately tell,
but it's hard to imagine that Marconi can survive as an independent company.

M&A activity was light during the quarter with Cisco and Juniper as the only active buyers in
the market. For a long time, Juniper has been content to compete with Cisco only in the core
of the carrier network. However, via its NetScreen acquisition, Juniper jumped squarely into
the enterprise security space and was the first indication that it was ready to compete with
Cisco for enterprise customers. Juniper strengthened its enterprise product offering by adding
wide area network ("WAN") and application management functionality. The big strategic
question for Juniper is whether or not it is willing to buy one of the several enterprise data
networking switch vendors. Buying Enterasys, Extreme or Foundry would solidify its
product offering and distribution into the enterprise channel. It appears almost inevitable that
they will make an acquisition in this space, notwithstanding the fact that Wall Street analysts
don't like the idea 1•

The final interesting development during the quarter was softness experienced in the
enterprise equipment market during March and ApriL Avaya, Enterasys, Extreme and
Foundry all surprised the market with quarterly financial results well-below consensus analyst
expectations and Cisco's enterprise revenues appeared flat with last year, at best Each
vendor stated that CIOs decided to delay purchasing decisions and that this caught the market
by surprise given the healthy purchasing activity experienced during January and February. It
also appears that the federal government slowed its activity which had a direct impact on
Foundry, and Avaya pointed to self-inflicted issues created during its acquisition of Tenovis
(a German-based private branch exchange vendor). The million dollar question is will this
softness continue or will the market rebound back to the modest growth forecasted in 2005.
Predicting the future is always difficult, but in this case the demands created by the need to
replace old equipment for greater security in the network, and the implementation of voice
over internet protocol telephony solutions should create decent demand during the balance of
2005 and allow this industry to grow relative to 2004.

1
Wall Street analysts argue that an acquisition in this segment would he gross margin dilutive and therefore
unattractive.
20
Confidential
D. IT Services

If the first quarter of 2005 is a leading indicator of the sector's future performance, 2005 is
going to be a lackluster year for the IT Services universe. Excepting offshore·focused
vendors, virtually every sector struggled to meet expectations (which were modest)-------Qr fell
significantly short. While we don't think this portends a downturn in the industry, we do
believe that the IT "recovery" is over, and that the current choppy environment is likely to
persist for some time.

Consulting, Systems Integration and IT Outsourcing

The big news this quarter in the technology landscape was IBM's significant shortfall. As
both the largest technology company and the largest IT Services vendor in the world, its
weakness across multiple segments, including services, caused the markets significant
concern. Coupled with anemic results from a number of the largest domestic providers
(Accenture, Bearingpoint, Unisys and EDS), the overall health of the sector is unclear. Each
company struggled for different reasons: Accenture had issues with a new UK outsourcing
contract, EDS with a UK Ministry of Defense contract and Bearingpoint requires a fairly
aggressive turnaround in its commercial business. The last of the large "alphabet vendors"
(CSC) fared the best, posting a quarter that was merely in-line with expectations. We believe
that the domestic vendors will continue to see gradually increasing unit demand across
consulting, systems integration and IT outsourcing, but that continued price pressure from
both offshore and domestic competition will make revenue and earnings growth more
challenging. TPI, an outsourcing market advisory finn, reported that the Total Annual
Contract Value (TACV) for outsourcing deals awarded in Ql 2005 grew just shy of 8%
versus 2004, which is consistent with our view that the sector should experience growth in the
mid·single digits for 2005.

Offshore IT & BPO

The (Not·Sn.Little) Engine that Could. Offshore is where the action is from a growth basis.
The offshore "Big 4" (TCS, lnfosys, Wipro and Cognizant) grew revenues a collective 35.9%
yeaf.<Jver·year, and 5.4% sequentially. The expansion of service capabilities combined with a
still very significant price differential will continue to drive attractive growth for the
foreseeable future. While appreciation of the rupee against the dollar (4.9% in 2004) will
squeeze margins somewhat, the headroom inherent in the offshore business model is
significant. Unfortunately for public investors, this is no longer a new story, and valuations
for these companies are quite lofty. Investors who wish to "play" IT services are faced with a
devilish choice: pay up for the growth expectations baked into the offshore vendors, or try to
find a "bargain" in a US vendor that might outperform modest expectations.

Transaction Processors

This sector is more correlated with the economy in general (or certain sub·segments thereof)
than with the technology markets. FDC's fortunes generally track consumer spending patters,
with a "boost" from the transition from paper·hased to electronic transactions. Accordingly,
FDC's relatively weak results in its card·processing division bear careful monitoring, as that
could portend a downturn in consumer spending. ADP's results (year-over.year growth of
9.3%) in its core payroll processing business are more encouraging, as that division is
21
Confidential
correlated with overall corporate hiring trends. Fiserv's business depends in large part on
outsourcing and processing by financial services organizations. Fiserv's reasonably healthy
quarter is possibly indicative of the increased outsourcing initiatives in financial institutions
that we have written about in past updates. The processing segment is typically the most solid
in our coverage universe and other than FDC-a bit of a negative surprise-the sector's
performance bodes well for the next several quarters.

22
Confidential
IV. Portfolio Company Summaries
ADER

Investment Date: June 2004 Securities Held:


Investment by : $28.0mm • $12.4 mm of Series B Note
Realized Proceeds: $10.5 mm • $5.6 mm of Common Stock
Carrying Value: $18.0 mm Management: Mike Simmons, CEO
Ownership: 99.8% Larry Alves. CFO
Industry: Software
Location: Atlanta, Georgia

Business Overview ADERANT, formerly the Professional and Enterprise divisions of


Solution 6 Holdings, is a leading provider of enterprise planning software for global
professional services firms, including law firms, accounting firms, and consulting firms.
The Company offers a comprehensive suite of solutions, consisting of financial, resource
and practice management software that enable services organizations to effectively and
efficiently manage operations. The Company operates globally and provides solutions to
some of the world's largest and most prominent service organizations, including
Accenture, American Express, Clifford Chance, Deloitte Consulting, Ernst & Young,
KPMG LLP, Skadden Arps, and Winston & Strawn.

Transaction Summarv ADERANT was acquired from Solution 6 Holdings, an


Australian publicly listed company, in advance of the merger of Solution 6 into MYOB
Limited, also an Australian public company. The transaction value for the purchase of
ADERANT was $28.0 million. investment was structured in the fonn of $12.5
million of Series A Notes, $9.9 million of Series B Notes, and $5.6 million of common
stock.

In December 2004, ADERANT successfully completed a refinancing whereby the


Company secured a $12.5 million term loan provided by Wells Fargo Foothill. Proceeds
from the transaction were principally used to redeem $10.0 million of Series A
Notes and to provide additional funds for general corporate purposes. Concurrent with
the refinancing, received $0.5 million in cash interest accrued to the transaction
closing date and subsequently converted $2.5 million of its remaining Series A Notes into
additional Series B Notes.

Investment Thesis

• Market Leader in the Legal IT Software Vertical


• Market Leading Technology
• Large Stable Customer Base
• Attractive Valuation
• Significant Opportunity for Operating Improvement
• Platfonn for Growth

24
Confidential
Operating Performance I Recent Developments The Company reported revenues of
$12.6 million in the first quarter of 2005, down 0.6% sequentially from Q4 2004 and up
14% on a year-over-year basis from Ql 2004. License revenues booked in Ql 2005 were
the strongest recorded in the last 7 quarters, increasing 4% sequentially from Q4 2004
and nearly 55% on a year-over-year basis. EBITDA in Ql 2005 of $1.6 million was also
up sequentially and up on a year-over-year basis. While we expect that quarter-to-quarter
financial performance will at times be lumpy, we are pleased with the continued positive
trajectory of the business. New customer additions in the first quarter include Jones Day,
Macleod Dixon LLP, and Shepherd and Wedderburn, and the Company continues to have
a growing and productive relationship with Computer Science Corporation, a significant
user of ADERANT's resource management solution.

Financial Results($ in millions)

Three Months Ended Year Ended


March 31 December 31.
2004 2005 2003 2004

Revenues $11.1 $12.6 $58.8 $47.6


EBITDA (1.5) 1.6 4.3 0.4

25
Confidential
Investment Date: November 2000 Securities Held: $47.0 million of Series B Convertible
Investment by $47.0 mm Preferred Stock
Carrying Value: $23.5 mm Management: AjazAhmed, Chairman
Ownership: 29.0% Tom Bedecarre, CEO
Industry: IT Services Co-investors: Accenture
Location: San Francisco. CA
Washington. DC
London

Business Overview AKQA is an 1T Services organization created by the acquisitions of


Citron Haligman Bedecarre (CHB), Magnet Interactive Group (Magnet) and AKQA (the
combined company operates under the AKQA name). AKQA provides "Global 1000"
clientele with the technical services requisite for delivering a consistent and coordinated
brand identity to communicate with their customers across the entire spectrum of new
and traditional communication channels.

Transaction Summary completed a $47.0 million recapitalization of CHB and


Magnet in November 2000 and simultaneously established a strategic partnership with
Accenture - a partnership that will provide significant leverage in the execution of
AKQA's business strategy. In addition, in March 2001 the Company closed the
acquisition of AKQA, a London-based company founded in 1995 that is Europe's leading
web marketing company. equity investment of $47.0 million represents an
ownership interest of 29.0%. Accenture invested $6.0 million in AKQA alongside
and in exchange for marketing alliance and management services agreements tied to
specific revenue generation targets, Accenture was granted a warrant to purchase an
equity interest of up to 18% of the Company.

Investment Thesis

• Merger of three Interactive Marketing Services firms, creating a global footprint


with offices in San Francisco, Washington DC, and London
• and Accenture (co-investor) would together build AKQA into a leading
provider of multimedia interactive marketing services to the Fortune I 000
• Exclusive alliance with Accenture designed to drive business development and
revenue opportunities from the Accenture client base
• Entrepreneurial management team, bolstered by seasoned advertising and
marketing industry veterans
• Strong relationships with several blue-chip Fortune I 000 clients

Management The new directors hired during 2004 continue to make a positive impact
on the Company and rest of the management team remains solid as well.

26
Confidential
Operating Performance/Recent Developments AKQA continues to perform on the
revenue side and cost reduction measures are beginning to take effect. New business
development remains robust and the Company has added Coca Cola, ESPN, Target and
Ubi soft as new clients.

Financial Results($ in millions)

Three Months Ended Year Ended


March31 December 31
2004 2005 2003 2004

Revenues $8.6 $9.4 $31.1 $38.5


EBITDA 1.1 0.4 4.2 2.8

27
Confidential
ANI I
------------~~~
A M I SE,.,ICONDUCTOR

s
Investment Dates: December 2000 Securities Held: 20.5 rom common shares
June 2002 Management: Christine King, President & CEO
Investment by $175.7 rom Walter Mattheus, COO
Reali7.ed Proceeds: $257.7 rom David Henry, CFO
Carrying Value: $231.4 rom Co-investors: CVC
Ticker: AMIS (NASDAQ)
Ownership: 25.3%
Industry: Semiconductors (ASICs)
Location: Pocatello, Idaho

Business Overview AMI is a leader in the design and manufacture of customer specific
integrated mixed signal semiconductor products. The Company focuses on the
automotive, medical and industrial markets, which have many products with significant
real world, or analog, interface requirements. Integrated mixed signal semiconductors
interpret and manage analog inputs such as light, heat, pressure, power and radio waves
so that these inputs can be processed by digital control circuitry and used to drive devices
such as motor controllers or industrial switches.

Transaction Summary Together, and eve purchased AMI for an enterprise value
of $532.4 million from a subsidiary of Japan Energy Corporation (JEC). Each of
and CVC's investment was $138.5 million and equated to an equity stake of
approximately 38.8% of the Company. JEC "rolled" $70.0 million of its proceeds from
the transaction into an equity stake of 19.6% in the recapitalized company, employees of
the Company rolled $7.4 million of proceeds into a 2.1% equity stake and CSFB invested
$3.0 million for a 0.8% equity stake. The capitalization of the Company also included
$175.0 million of bank debt.

In June 2002, AMI purchased the Mixed Signal Business ("MSB") of Alcatel
Microelectronics ("AME") from STMicroelectronics ("STM"). AMI purchased the
business from STM for approximately $80 million. and CVC provided $74.4 million
($37.2 million each) of bridge financing which was composed of preferred stock and
warrants to purchase common stock of the Company.

In January 2003, AMI completed a $200.0 million issuance of Senior Subordinated Notes
to refinance both the senior secured term debt and the bridge financing. and eve
each received approximately $40.1 million of total proceeds for their respective $37.2
million bridge investment. The $111.7 million balance of the $192.5 million of net
proceeds from the offering was used to redeem approximately 70% of the Company's
term debt.

28
Confidential
In September 2003, AMI successfully completed a $600 million initial public offering
("IPO") of its common stock on the NASDAQ under the ticker "AM IS". The offering
was composed of 30 million shares sold at $20.00 per share, 25.1 million of which were
primary shares and 4.9 million of which were secondary (including 1.9 million shares
held by ). Concurrently with the IPO, the Company obtained a $125.0
million tenn loan bearing interest at a rate ofLIBOR+250 and maturing in 2008. The net
proceeds of the !PO, together with the new tenn loan, were used (i) to exercise the
"clawback" option associated with the senior subordinated notes, resulting in the
redemption of $70.0 million or 35% of the outstanding principal amount of the senior
subordinated notes, (ii) to redeem Series A and Series B Preferred Stock ($217 million of
which was returned to and (iii) to repay $39.9 million of AMI's existing tenn loan.
Subsequent to the initial public offering, continues to hold 20.5 million shares of
AMI's common stock, including the conversion of warrants received from the bridge
financing.

Investment Thesis

• Leader in integrated mixed-signal ASIC solutions


• Focus on attractive automotive, medical and industrial markets
• Diverse customer base and end-markets
• Unique mixed-signal expertise and strong IP
• Customized products and sole source relationships with a majority of customers
lead to long product lives and stable pricing

Operating Performance /Recent Developments Please see the attached press release
for the Company's most recent Operating Perfonnance and Financial Results. We have
also attached the Company's June 15 press release announcing AMI's agreement to
acquire the semiconductor division of Flextronics for $135 million in cash. The
transaction is expected to close in the third quarter and will be financed by AMI's balance
sheet.

29
Confidential
A MIS lloldings, lne. Reports First Quarter 2005 Results

• Stx month backlog increased seven percent sequentially


• Rellnancing to cut future interest expense in half

Poutello, Idaho- Apri128, 2005- A MIS Holdmgs, lnc. (NASDAQ: AMIS), parent company of AMI Semiconductor, a
leader in the design and manufacture of integrated mixed-signal solutions, today reported results for the first quarter ended
Apn12.2005

Finaneial Results

F1rst quarter 2005 revenue was $115.9 million, a decrease of six percent sequentially and 10 percent below the first quarter of
last year Gross margin for the first quarter of 2005 was 46 4 percent, a decrease of270 basis points sequentially, but an
increase of 40 ba~is pomts year over year.

Operatmg margin was 13 0 percent in the first quarter of2005. an increase of210 basis points sequentially Excluding
amortuat10n ufacquisition related intangibles and costs related to our previously announced restructuring program. on a pro
forma bas•s, operatmg margm was 14.3 percent, a decrease of 480 basts points sequcnl!ally and 320 bas1s pomts year over
year

The Company reported a net loss for the f1rst quarter of2005 of$11.1 mill10n, or $0.13 per share, compared to net income of
$7.3 million. or $0 08 per d1luted share for the fourth quarter of2004 and net mcome of$13.5 million or $0.16 per diluted
share in the f1rst quarter of2004 First quarter net income includes pre-tax charges of $28 0 million relating to costs associated
With the lender and redemption of the Company's 10 '!.percent senior subordinated notes which was completed on April 1,
2005 and $6 8 million for the wnte-olf of deferred llnancmg and other costs assoctated With the prior senior credit fac11ity and
the notes Excluding these charges and other aforementioned items, pro forma net mcome in the llrst quarter of2005 was
$10 6 m11lion or $0 12 per diluted share. compared to pro forma net income of$14 2 million or $0 16 per diluted share in the
fourth quarter of2004 and pro forma net income of$13 6 m11lion, or $0.16 per diluted share in the first quarter of2004

'·Market conditions were as dill"icult as expected in the llrst quarter.·· said Christine King, president and chief executive
otficer ''l !owever we are encouraged by order strength we saw later in the quarter Our six month backlog increased seven
percent to $!08 million in the first quarter. and we believe first quarter will represent the trough in our quarterly re\·enues for
the year.·'

Cash at the end of the f1rst quarter was $87.3 m11lion, a decrease of$74.4 million sequentially, which includes a $75 8 m11lion
use of cnsh to pay for costs associated w1th the tender, and a reduction m long-term debt 1n conjunction with the refmancmg.
Capnal expenditures were $3 7 mtllion

Business Outlook

"We expect our se<:oml quarter 2005 revenue to be up t"'o to live percent a~ compared to first quarter," said Dav1d Henry.
scm or v1cc prcs1dcnt and ch1efllnancial oHicer "We anticipate second quarter gross margins to be flat to up 50 bas1s pomts
sequentially On a pro forma basis. we expect operating margins will be flat to up I 00 basis pomts sequentially Net interest
expense for second quarter is expected to be between $2.2 and $2 4 million. roughly half of first quarter net mtere~l expense as
u result of our r~fmancmg We expect pro forma diluted eammgs per share m the second quarter to be in the range of$0 12 to
$0 14. We contmoc to expect cap1tal expenditures for 2005 to be approximately seven percent of annual revenues
Depreciation and amortization is expected to be about $12 0 m11lion in the second quarter.~

30
Confidential
AMIS Holdings, Inc. to Acquire the Semiconductor Business of Flextronics

Pocatello, Idaho- June 15, 2005 ·A MIS Holdmgs, Inc. (NASDAQ· AMIS), parent company of AMI SemJconduclor, a
designer and manufacturer of state-of-the-art mtegrated mtxed-stgnal products and structured dtgital products for the
automotive, medical and industrial sectors, today announced it entered into an agreement to acquire the semiconductor
division of Flextronics for $135 mil11on in cash_ Flextronics Semiconductor specializes in custom mixed-sigD31 products,
imagmg sensors and dtgital AS!Cs including fPGA conversion products. The proposed sale, structured as an asset purchase
agreement, includes these three d1vismns, which collectJvely employ approximately 200 people m the United States, the
Netherlands and Israel

"This acquts•tion represents a great opportunity lOr AMI Semiconductor to mcrease our market presence, to enhance the value
we provtde our customers and to strengthen our rclallonship with flextronics going forward," stated Christine King, president
and CEO, who will be speaking today at AMI Semiconductor's analyst day in San FranCISCO. "The mtxed-signal bus mess will
enhance our product offermg and expand our presence, especially in our target markets. The digital product line will further
extend our leadership in FPGA conversions and the imagmg product line will diversify our analog capab1hty."

"AMI Semiconductor represents the tdeal fit for the acquisition of our semiconductor business. AMI Semiconductor's world
class products, customer focus and services are highly complementary to those offered by ftcxtronics Semiconductor and we
could not be more pleased with today's announcement," said Michael E Marks, CEO of Flextromcs. lie added, 'The sale of
Flexlronics Semiconduclor is consistent with our intent to maximize shareholder value by focusing on our vertically integrated
EMS olll:ring, whtch mcludcs design, manufactunng and logistrcs services, providing our customers with a more focused
solution to better meet their requirements"

The transaction is expected to close dunng the th•rd calendar quarter and •s subject to ~-ertain customary closmg condtttons,
includmg governmental approvals.

This mfonnation as well as additional infonnation from the analyst day meeting in San Francisco is available on the A MIS
Investor Relmions Web site at http-1/www am is com/investor_relations

31
Contidential
Mlcrohchnology

Investment Date: October 2004 Securities Purchased:


Investment by : $30.3 mm • $20.8 mm of Deep Discount Bond
Carrying Value: $30.3 mm • $7.2 mm of Preferred Stock
Ownership: 79.9% • $2.4 mm of Common Stock
Industry: Specialty EMS Management: Duncan Ralph, CEO
Location: Gt. Yarmouth, UK Stuart Clifton, COO
Co-investors: Shah Management

Business Overview C~MAC is a leader in the design, manufacture, and testing of high~
perfonnance, high-reliability ("HiRe!") hybrid microcircuits and frequency control
products. The HiRe! Microsystems Solutions ("MSS") business provides design and
manufacturing services to automotive, military, aerospace and other industrial clients
requiring high-perfonnance microcircuits. The frequency control ("FCP") business
supplies crystals and oscillator timing components to a broad range of customers with a
particular focus on communication equipment providers. C-MAC's customers include
Alcatel and Norte! in the communication sector as well as British Aerospace and
Raytheon in aerospace and defence, and Hella and Pierburg in automotive.

Transaction Summary (80%) and Shah Management (20%) acquired 100% of the
Business for a total enterprise value of $38 million. share of the investment is $30.3
million.

Investment Thesis

• C-MAC's position as a market leader with scalable business platforms m two


fragmented industries
• Attractive absolute and relative valuation
• Significant organic growth opportunities
• Significant strategic flexibility with multiple consolidation opportunities

Management We are pleased to announce the hiring of Mike Round as Chief Financial
Officer for the business. Mike was previously the Finance Director of Syscap pic and
Danka UK pic. Mike will replace Mike Salvati, , who had been
fulfilling the position on an interim basis.

Recent Operating Performance The Company's second fiscal quarter of 2005 (ended
February, 2005) came in on plan. The automotive business continues to exhibit strength
while the PLUTO line of FCP products is starting to gain significant traction.

32
Confidential
Financial Results ($ in millions)
Three Months Ended Six Months Ended
February 28. February 28.
2004 2005 2004 2005

Revenues $28.5 $33.1 $56.0 $65.6


EBITDA !!J 2.0 2.6 3.9 4.8

Note: (I) 2004 EBITDA has been adjusted down hy $1.5MM of annualized costs that estimates would
have been incurred as a standalone entity

33
Confidential
~GXS
Investment Date: September 2002 Securities Purchased:
Investment by $347.6mm • $38.6 mm of Common Stock
Carrying Value: $347.6 mm • $309.2 mm of Series A Preferred Stock
Ownership: 72.4% Management: Gary Greenfield, CEO
Industry: Software/Services Lou Salamone, CFO
Location: Wa~hington D.C. Co-investors: Norwest Venture Partners

Business Overview GXS is a leading provider of transaction management infrastructure


products and services which enable companies to electronically exchange essential
business documents. The Company's principal products and services enable customers to
utilize electronic data interchange, or ED I. EDI is the automated, computer-to-computer
exchange of structured business data and documents, such as purchase orders and
invoices, between a company and its trading partners, using a standard format or
protocol. The Company was founded in the late 1960s and has been a leading provider of
EDI services since then. The Company operates a highly-reliable, secure global network
services platform enabling more than 30,000 businesses, including over half of the
Fortune 500, to conduct business together in real time.

Transaction Summan In September 2002, completed the recapitalization of GXS,


formerly a division of the General Electric Company ("GE"). invested a total of$348
million of equity in the transaction. These funds, combined with $60 million of co-
investor equity, $175 million of proceeds from a senior secured bridge facility, and $235
million of seller-financed senior subordinated notes, constitute the cash consideration
used in the recapitalization. The transaction valued the Company at $860 million with
non-cash consideration (GE's 10% "roll-over" equity) totaling $42 million. 's
investment was split into two tranches: a $309 million preferred equity security bearing a
13% PIK dividend and a $39 million investment in common equity. Each of the equity
holders owns a pro-rata share of the same equity instruments.

In March 2003, GXS completed a set of refinancing transactions aimed at repaying the
Company's $175 million senior secured bridge facility. The Company entered into a new
credit facility consisting of a $70 million term loan and a $30 million revolving credit
facility that was undrawn at closing. Additionally, the Company issued $105 million of
Senior Secured Floating Notes.

In February 2004, GXS completed the acquisition of HAHT Commerce, Inc. for $30
million, comprising $15 million of cash and $15 million of stock.

Merger with G-lnternational (formerly the EDI and Business Exchange Services
Business of IBM Corporation)

34
Confidential
In the fourth quarter of 2004, acquired G-lnternational, a business
established to own and operate IBM's Electronic Data Interchange (EDI) and Business
Exchange Services (BES) business.

The Sponsor Group acquired 100% of the equity of G-lnternational from IBM for $35.0
million in sponsor equity, comprising a $31.8 million investment from and a $3.2
million investment from Norwest Venture Partners. G-lntemational has assumed $105.0
million of total indebtedness as part of the transaction, including (i) $55.0 million in
senior term loans from Foothill Capital Corporation, and (ii) a $50.0 million subordinated
seller note from IBM. The sponsor equity, combined with the assumed total
indebtedness, represents a total commitment of$140.0 million.

The purchase price represents a multiple 0.9x LTM revenues and 2.3x LTM normalized
EBITDA. In January 2005, GXS signed a letter of agreement to acquire G-lnternational.
In this acquisition, we believe there will be opportunities to drive further cost synergies
stemming from overlap in administrative functions, and global data and net\vork
infrastructure. Furthermore there are upsell opportunities for many ofGXS' value-added
services into IBM's primarily transaction-only customers. Gary Greenfield has been
serving as CEO of both companies since the acquisition of G-lntemational by
and will continue to serve as CEO of the combined company.

In May, GXS launched a refinancing led by Citigroup to finance the acquisition of G-


lntemational and recapitalize the majority of GXS' current outstanding indebtedness.
The financing consists of a $300 million funded senior first lien term loan, $100 million
second lien term loan, and an unfunded $50 million revolving credit facility. This facility
will repay the entire $175 million of existing senior indebtedness of GXS, repay all
outstanding indebtedness of G-lntemational, repurchase $80 million of GXS'
subordinated notes from GE, and pay for accrued interest and fees and expenses of the
offering. As part of the transaction, and GXS have reached settlement with the GE
Company on the reset rate and terms of their subordinated notes in GXS. and
Norwest will be rolling over existing combined $35M investment into GXS as part of this
transaction. The merger with G-lnternational adds substantial earnings and cash flow so
that total leverage for GXS will decrease substantially upon refinancing and the merger
with G-lnternational, from a 5.2x debt/LTM EBITDA ratio before the transaction, to 3.8x
debt!LTM EBITDA. We expect the closing of the refinancing and acquisition to occur in
mid to late June.

Operating Performance/Recent Developments GXS' EBITDA increased from $11.2


million in IQ 04 to $15.7 million in JQ 05, a result of successful execution on the
Company's worldwide cost restructuring program announced in June last year. Revenues
declined year-on-year in Q1, reflecting t\vo primary dynamics: declines driven by
sunsetting, migrations, cancellations and renegotiations, and, secondly, lower revenues
from GE. Over the past year, GXS has converted a substantial portion of its strategic
customer base to long-term revenue contracts, gaining superior long-term revenue
assurance at the expense of slightly accelerated near-term revenue erosion.

GXS continues to experience strong interest in business partnerships and acquisitions


across the 828 technology industry. Although acquisition of G-lnternational was

35
Confidential
announced just a few months ago, the strategic and public relations benefits of the
acquisition have already noticeably expanded the set of partnering and M&A
opportunities for GXS as the Company has received extensive inbound interest from
prospective business partners. G-lntemational reported better than expected revenue of
$38.9 million and EBITDA of $13.8 million for Ql. The evolving strength of GXS'
strategic leadership, bolstered by acquisitions such as Celerix, HAHT Commerce and
G-lntemational, continue to validate our original investment thesis on both the likelihood
of consolidation in this sector and the attractiveness of GXS as an M&A vehicle in this
industry.

Both Gartner and Forrester have highlighted GXS' increasing prominence and thought
leadership in the B2B industry, including placing GXS in the leadership quadrant of
Gartner's "Magic Quadrant for Integration Service Providers" report. According to
Gartner research, the complexity faced by businesses attempting to manage their own
integration projects is expected to force at least 20% to switch to hosted services by 2007.
Gartner also recently noted that the opportunity for delivering B2B integration
capabilities as hosted services rather than software is significant and growing.

Financial Results lll ($in millions)

Three Months Ended Year Ended


March 31 December 31,
2004 2005 2003 2004

Revenues $127.9 $112.6 $552.1 $497.0


EBITDA (adjusted) 32.8 29.5 189.7 149.0

(1) Represents the combined unaudited results ofGXS and G-Intemational.

36
Confidential
The PROVEN Communications IC Company

Investment Dates: July 2000 Securities Purchased:


November 2001 • $111.4 mm of Common Stock
September 2002 • $89.8 mm of Series A Preferred Stock
Investment by : $325.0 mm • $30.7 mm of Series B Convertible
Carrying Value: $26.2 mm Preferred Stock
Ownersbip: 75.8% • $43.7 mm of Series C Convertible
Industry: Semiconductors Preferred Stock
(Comm) • $17.5 mm of term debt
Location: Austin, Texas • $31.9 mm of revolving credit facility
commitment and accounts payable
Management: !lank Perret. CEO
Co-investors: Austin Ventures, Sprout Group

Business Overview Legerity is a leading fabless provider of Integrated Circuits (ICs) for
the telecommunications industry. The Company's products are used in central office and
digital loop carrier equipment, for traditional public switched telephone network local
lines and for emerging technologies that bypass or leverage the existing local loop,
including Internet access technologies such as DSL and cable.

Transaction Summarv The Company was fonnerly a division of AMD. The


transaction was structured as follows: (i) and other equity co-investors provided $155
million in common stock and $125 million in preferred stock; (ii) AMD rolled over $31.1
million of equity, $17.2 million in common stock and $13.9 million in preferred stock;
and (iii) financing sources provided $150 million in senior credit facilities including $25
million of working capital. In November 2001, and a subset of the original equity co-
investors invested an additional $42 million into Legerity in the fonn of Series 8
Convertible Preferred Stock. In September 2002, as part of the Company's add-on
acquisition of Agere Systems' Voice Interface Solutions business and amendment of the
Company's credit agreement, and a subset of the original equity co-investors invested
an additional $106.5 million into Legerity consisting of investments in Series C
Convertible Preferred Stock, accounts payable fonnerly held by AMD, senior tenn debt,
and a revolving credit facility.

Investment Thesis

• Leading fabless provider of comm ICs for the "last mile"


• Core business in terminating traditional voice phone lines (SLICs, SLACs)
• Leader in voice over broadband products (DSL, Cable, WLL)
• Broad customer base
• Highly differentiated analog expertise and strong IP
37
Confidential
Operating Performance/Recent Developments In Ql 2005, Legerity reported
revenue of $21.6 million, down from the seasonally high Q4 2004 revenue of $26.5
million, but up $5.3 million from Ql 2004. The manufacturing margin was up 4% from
the December quarter to 42%. EBITDA dipped $0.7 million from December to ($1.2)
million. Ql 2005 had the lowest operating expenses for a quarter in the history of the
company as Legerity's efforts to get to operating profitability continued into Ql 2005.
On the financing front, the Company continued to work with Blackstone as its advisor to
work towards reaching a consensual restructuring agreement with Legerity's lenders. In
conjunction with these restructuring discussions, Blackstone has also initiated
conversations with a select group of potential acquirers regarding the possible sale of the
Company. For Q2 2005, Legerity expects revenue to be closer to Q3/Q4 2004 levels
following reasonably strong bookings in the first month of the quarter.

Financial Results($ in millions)

Three Months Ended Year Ended


March 31 December31
2004 2005 2003 2004

Revenues $16.3 $21.6 $88.5 $88.5


EBITDA (8.3) ( 1.2) (25.0) (13.9)

38
Confidential
Mag~
Investment Date: October 2004 Securities Held:
Investment by : $187.3 mm • $35.0 mm of Series B Preferred Units
Realized Proceeds: $142.0 million • $18.6 mm of Common Units
Carrying Value: $53.6 mm Management: Youm Huh, President & CEO
Ownership: 33.7% Robert Krakauer, CFO
Industry: Semiconductors Co-investors: CVCUS, CVCAP, GIC Special
(ASSPs/Consumcr) Investments, Sequoia Capital
Location: Seoul, Korea

Business Overview MagnaChip Semiconductor, formerly the System IC division of


Hynix Semiconductor, is one of the world's leading semiconductor companies providing
digital multimedia solutions for consumer market segments, principally the camera
equipped mobile handset market (image sensor devices) and the small and large flat panel
display markets (display drivers ICs). The Company additionally designs and
manufactures products for the application processor market and is a leading provider of
specialty semiconductor foundry services.

Transaction Summary MagnaChip was purchased from Hynix in a transaction led by


, Citicorp Venture Capital Equity Partners (CVCUS), and eve Asia Pacific Ltd
(CVCAP). Gle Special Investments, an investment vehicle of the Government of
Singapore, Sequoia Capital, and certain members of the MagnaChip management team
also participated in the acquisition of the Company. MagnaChip was purchased for a
total enterprise value of approximately $881 million. The transaction was funded with
$551 million of investor capital held in the form of preferred and common units and $330
million of bank debt financing. investment totaled $187.3 million, which equates to
an equity stake of 34%, and taken together with the holdings of Sequoia Capital,
strategic partner, is the largest shareholding in the Company, alongside CVCUS.

In December 2004, MagnaChip successfully completed a recapitalization whereby the


Company issued $750 million of Notes in a private placement transaction. The proceeds
of the offering were principally used to redeem 100% of the existing, largely Korean
Won denominated debt, I 00% of the outstanding Series A Preferred Units held by the
investor group, and a substantial portion of the Series 8 Preferred Units held by the
investor group. Also in December 2004. MagnaChip redeemed $50 million of Series 8
Preferred Units and accrued dividends to return excess cash funded at the closing of the
acquisition of MagnaChip. Proceeds to the investor group in connection with these
transactions, including the payment of accrued dividends, totaled $417.7 million with
receiving total proceeds of $142.0 million, or approximately 76% of our initial
investment. continues to retain 34% of the common equity and the outstanding Series
8 Preferred Units. In connection with the recapitalization, the Company also secured a
new $100 million revolving credit facility to provide additional liquidity for the business.

39
Confidential
Investment Thesis

• Opportunity to Invest in Two Large and Rapidly Growing Markets


• Blue Chip Customer Base
• Track Record of Penetrating New Markets, Customers and Geographies
• History of Generating Cashflow Throughout the Semiconductor Cycle
• Strong CEO and Management Team
• Purchased at an Attractive Valuation

Operating Performance/Recent Developments In the first quarter of 2005, revenues


and EBITDA for MagnaChip were $213.4 million and $39.4 million, respectively. This
compares to revenues and EBITDA of $243.6 million and $65.5 million, respectively, in
the fourth quarter of 2004. The tirst quarter is historically a slower quarter for
MagnaChip due to its exposure to consumer markets, where volumes typically increase
going into Christmas and decline coming out of the season. Revenues were also
impacted by an inventory adjustment that occurred in the semiconductor market
generally, and particularly in the Company's end markets and with its customer base,
which began in the later half of 2004 and continued into the first quarter. This inventory
correction has largely been resolved and the Company expects revenue growth to resume
in the second quarter. EBITDA was adversely impacted by lower utilization, excess
pricing pressure related to the inventory correction described above, and additional costs
associated with new product introductions. The Company completed two small
acquisitions near the end of the first quarter to broaden its product portfolio and further
enhance its technology roadmap. These acquisitions were financed by the Company's
balance sheet and a minimal issuance of common shares.

Financial Results($ in millions)

Three Months Ended Year Ended


March31 December 31
2004 2005 2003 2004

Revenues NA $213.4 $ 791.5 $ 1,061.1


EBITDA NA 39.4 202.9 350.5

Notes: Financials for periods prior to the closing of the acquisition are presented on a pro fonna carveout
basis. consistent with the Company·s 144A oflering memorandum. This presentation is not a"Vailable for
the quarterly periods prior to the closing of the acquisition. Alllinancial information presented is before
non-recurring items.

40
Confidential
~test
Investment Date: July 2003 Securities Owned: 9.8 mm common shares
Investment by $151.0 mm Management: David Ranhoff, CEO,
Realized Proceeds: $240.9 mm Dr. Graham J. Siddall, Chairman,
Carrying Value: $78.5 mm Ashok Belani, Vice Chainnan
Ticker: CMOS (NASDAQ) Co-investor: Shah Management
Ownership: 10.0%
Industry: Semi Cap Equipment
Location: Milpitas, CA

Business Overview Credence, the company into which NPTest was merged in Q2 2004
(See "Transaction Summary"), is the industry's leading provider of design-to-test
solutions for the global semiconductor industry. By applying leading-edge technology to
lower the overall cost-of-test, Credence delivers competitive cost and perfonnance
advantages to integrated device manufacturers (IDMs), wafer foundries, outsource
assembly and test (OSAT) suppliers and fabless chip companies worldwide.

Transaction Summary acquired NPTest from Schlumberger Ltd for a total


enterprise value of $233 million including fees and expenses. The transaction was
structured as follows: $75 million in senior debt, $50 million in Series A Redeemable
Preferred Stock, $68 million in Series A Convertible Preferred Stock, and $40 million in
Common Stock. was joined in the investment by Shah Management, an investment
finn led by Ajay Shah, which invested $6.8 million.

In December 2003, NPTest successfully consummated a $175.2 million initial public


offering. The proceeds from the offering were utilized to (i) retire $75 million in
acquisition financing debt, (ii) retire $20.8 million in redeemable preferred stock owned
by and Shah Management, and (iii) provide $60.2 million of liquidity to NPTest. Post
offering, owned 61% ofNPTest's outstanding common stock.

In February of 2004, NPTest announced the signing of a definitive agreement to merge


with Credence Systems ("Credence", Ticker: CMOS), which closed on May 281h, 2004.
Each shareholder ofNPTest received $5.75 in cash and 0.8 shares of Credence stock per
NPTest share. The transaction represented a 40% premium for NPTest shareholders (as
measured by the ten-day trailing average share prices for NPTest and Credence at the
time of signing of the definitive merger agreement). At the time,
owned 19.4 million common shares, or 20% of the outstanding shares of the combined
company. At closing, also received $139.2 million in cash. Dipanjan
Deb from joined the Credence board as a director and Ashok Belani, the CEO of
NPTest,joined the board as Vice Chainnan.

41
Confidential
In December of 2004 and June 2005, sold 9.6 million shares of its Credence common
stock holdings. The stock sales allowed to realize an additional $81.9 million on its
original investment of $151.0 million, bringing the realized proceeds to 1.6 times its
original investment. retains 9.8 million shares or approximately 10% of the
outstanding shares of Credence and remains actively engaged with the Company.

Investment Thesis

Our investment into NPTest rested on five key factors:


• Expectation for a rebound in the automated test equipment market
• Market leading technology
• Strong management team
• Opportunity for operating improvements
• Attractive valuation

Management As part of the merger agreement, Ashok Belani, the CEO of NPTest,
became Vice Chairman of Credence. Dr. Graham J. Siddall continues as chainnan of the
board of directors as he has done since August 2001. In November 2004, the Company
announced that its president and COO, David Ranhoff, would assume the role of CEO,
effective January 1, 2005. In January, Credence announced the appointment of John C.
Batty as senior vice president of finance and chief financial officer, replacing John
Detwiler.

Ooerating Performance/Recent Developments Please see the attached press release


for the Company's most recent Operating Performance and Financial Results.

42
Confidential
Credence Reports Results for Second Quarter Fiscal Year 2005

MILPITAS, Calif., May 26/PRNcwswirc-FirstCall/ -- Credence Systems Corporation (Nasdaq: CMOS), a leading
provider of test from design-to- production for the worldwide semiconductor industry, today reported financial results
for the second quarter offisca12005_

Net sales for the second quarter were $101_9 million, up 9 percent from prior quarter sales of $93.9 million_ Net loss for
the quarter was $19_5 million or $0.21 per share on a GAAP basis, versus a net loss of$36.3 million or $0.41 per share
in the prior quarter_ The net loss this quarter included net special charges of$10.9 million associated with recent
restructuring activities and costs related to acquisitions. On a non-GAAP basis, excluding the charges primarily
associated with acquisitions and the ongoing integration activities, the net loss was $8.6 million, or $0.09 per share_ Net
orders for the second quarter of fiscal2005 were approximately $105.1 million, corresponding to a book to bill ratio of
1.03.

"Although overall market conditions remain challenging, we saw strong growth in our SoC business in the second
quarter, driven primarily by Sapphire, with a 27% sequential growth in revenue," said David Ranhoff, president and
chief executive officer of Credence Systems Corporation.

"We continue to focus on 1m proving our business model," added John Batty, chief financial officer of Credence
Systems Corporation. "During the quarter, we completed the transfer of manufacturing ftom our Milpitas facility to
Hillsboro, Oregon and remain on track to close both our Simi Valley and San Jose facilities during the third fiscal
quarter."

Third Quarter Fiscal 2005 Outlook

Revenue in the third quarter is expected to be approximately $104 to $109 million with a net loss per share in the range
of$0.27 to $0.30. On a non- GAAP basis, our net loss is expected to be in the range of $0.01 to $0.04 per share. This
guidance, for both GAAP and non·GAAP, reflects no taxation on domestic operations due to the effect of tax loss carry
lbm-ards from prior years. The non-GAAP guidance excludes any charges or credits related to our acquisition of
NPTcst and the ongoing restructuring activities.

43
Confidential
Investment Date: June 2004 Securities Owned: $55.2 mm of Preferred Stock
Investment by : $55.2 mm Management: Randolph Altschuler, co-CEO
Carrying Value: $55.2 mm Joseph Sigelman, co-CEO
Ownership: 53.6%
Industry: Business Process Outsourcing
Location: Amsterdam: Chcnnai. India:
New York

Business Overview OfficeTiger is the largest diversified, judgment-based business


process outsourcing solution provider with four service divisions characterized by
industry-specific, real-time services that support core functions of clients' organizations.
The company creates processes and distributes mission-critical information for some of
the world's largest investment banks, diversified financial institutions, law firms, print
and publishing houses, retail chains and Fortune 500 companies. Accommodating
approximately 2,500 employees, OfficeTiger is headquartered in New York City with
offices in the UK, Germany, India and Sri Lanka.

Transaction Summary In June 2004 invested $55.2 million into a


recapitalization of OfficeTiger. The proceeds were used to provide $25.0 million of
capital for the Company's balance sheet and to purchase shares from early investors. At
closing, owned 53.6% of the voting shares and 72.8% of the preferred shares of the
Company. The terms of our preferred instrument make 's investment senior to all
other classes of stock. Furthermore, nominees make up three members of the seven-
member Board of Directors of the Company. We believe that this investment structure
gives us significant control over the Company and provides us with substantial downside
protection for our capital.

Investment Thesis

• Early leader in the corporate information management segment of the non-voice


business process outsourcing market
• Overall market is large and is growing rapidly
• Management team is entrepreneurial and aggressive
• As an early leader with a strong brand and scalable management team,
OfficeTiger has the ability to grow both organically and by acquisition

Operating Performance I Recent Developments The Company has had a successful


first quarter and has grown revenues considerably both on an annual and sequential
basis. In addition, benefits to scale are beginning to be reflected through improved
EBITDA margins. , together with the management team, has continued to assess a
44
Confidential
number of scale acquisitions and we are currently actively pursuing an opportunity on an
exclusive basis.

The Board and senior management are continuing to work on expanding the overall team.

Financial Results($ in millions)

Three Months Ended Year Ended


March31, December31
2004 2005 2003 2004

Revenues $5.7 $15.1 $11.7 $33.8


EBITDA 0.7 1.6 0.6 2.2

45
Confidential
Red Prairie·
Investment Date: May 2005 Securities Purchased:
Investment by $125.0 mm • $116.4 mm of Preferred Stock
Carrying Value: $125.0mm • $8.0 mm of Loan
Ownership: 100.0% • $0.6 mm of Common Stock
Industry: Software
Location: Waukesha, WI Management: John G. Jazwiec, CEO
JeffLiescndahl, CFO

Business Overview RedPrairie is a leading provider of Supply Chain Execution ("SCE")


software solutions, which provide customers with integrated solutions enabling efficient
management of warehouse, transportation and labor costs. The Company has a strong
brand and loyal base of over 450 customers using its solutions in over I ,200 sites.
RedPrairie provides customized SCE solutions for multiple verticals including consumer
goods, retail, food and beverage, high tech/electronics, third party logistics,
industrial/wholesale, automotive and service parts, phannaceuticals and healthcare. The
Company also has a strong European presence including offices in the UK, Belgium,
France and the Netherlands.

Transaction Summary acquired 100% of Red Prairie for a total enterprise value of
approximately $241.0 million. 's equity investment is $125.0 million. The initial
capitalization of the Company also included $65.0 million of Term Loan A senior debt,
$50.0 million of Tenn Loan 8 senior debt, and $1.0 million drawn of a Revolver (total
availability of$5.0 million).

Investment Thesis

• Position as an industry leader with brand and scale. RedPrairie is a well-known


market leader, having served the SCE market consistently for 30 years. It has the
market share, customer relationships, scale, and brand to flourish as an
independent company.

• Platform for further consolidation. Red Prairie has a strong management team that
has been able to successfully integrate prior acquisitions and generate strong
financial results. The fragmented nature of the marketplace provides a clear
opportunity to acquire subscale competitors, improve their margins, and take
market share. and the Company are currently in advanced discussions with one
potential acquisition candidate.

• Large, fragmented market. The SCE market is a $3.5 billion market which
analysts expect to grow at 6% per year through 2008. The market is highly
fragmented as no single vendor has more than a I 0% market share, and the top I 0
vendors control less than 50% of the market. Many smaller competitors have been
successful at signing up a few customers to license deals but have had difficulty
demonstrating consistent growth.

46
Confidential
• Solid growth prospects. RedPrairie grew revenues nearly 18% last year and
should be able to produce another year of solid growth in 2005. The overall SCE
market is growing at a moderate pace, and RedPrairie should be able to continue
to outpace the market because it is one of the few branded, scale providers in the
market and because it is expanding its footprint of products and end markets.

• Strong management team. RedPrairie's CEO John Jazwiecjoined the Company in


January 2002 and subsequently attracted a world-class management team. Five of
his direct reports have over 20 years of experience in the industry and many have
been Presidents or CEOs of sizable companies in the SCE industry. John and his
team were able to tum RedPrairie's core business operations into a high margin
growth business and successfully integrate acquisitions at the same time.

• Attractive business model. RedPrairie's business model provides for a high


margin license software sale and significant future services and maintenance
revenue based upon that initial license sale. The recurring nature of a significant
portion of the services and maintenance revenue provides for good revenue and
margin visibility.

• Attractive absolute and relative valuation. The total enterprise value of $241.0
million for RedPrairie implies a corresponding purchase price multiple of 2.0x
2004 revenues and IO.Sx 2004 EBITDA. At the time of acquisition, public
industry comparable companies (e.g. Kronos, Manhattan Associates) traded at
l.9x to 3.4x LTM revenues and 9.7x to 14.8x LTM EBITDA. RedPrairie grew
almost twice as fast as Manhattan in CY 2004 and was acquired at an
approximately 40% discount to Kronos' LTM revenue multiple.

• RFID Opportunity. RedPrairie is positioned to become a leading provider of


RFID solutions for supply chain execution. RFID is widely expected to be a major
driver of enterprise technology spending over the next several years. Significant
adoption and visibility in this marketplace could allow RedPrairie to command a
premium valuation in the future.

Management As contemplated as part of the transaction, John Jazwiec will continue as


CEO and Jeff Liesendahl will continue as CFO ofRedPrairie.

Recent Operating Performance RedPrairie's quarter ended March came in slightly


behind plan on revenue but ahead of plan on EBITDA. The Company's software license
bookings came in significantly ahead of plan, but a mix-shift caused a delay in certain
revenue recognition.

47
Confidential
Financial Results($ in millions)
Three Months Ended Year Ended
March 31, December 31.
2004 2005 2003' 2004
Revenue $25.2 $29.8 $72.4 $122.4
Adjusted EBITDA 3 4.3 4.3 17.4 22.5

2
Excludes acquisitions consummated in 2004
\ Excludes one-time charges
48
Confidential
SMART
\!1xlul:~r Tecl1 nohl~c~

Investment Date: April 2004 Securities Purchased:


Investment by $29.0 mm • $3.2 mm of Common Stock
Realized Proceeds: $25.8 mm Management: lain MacKenzie, President
Carrylng Value: $3.2 mm Jack Pacheco, CFO
Ownership: 39.6% Co-investors: TPG
Industry: Semiconductors Shah Capital Partm:rs, Patel Family Partners
Location: Fremont. CA

Business Overview SMART is one of the largest independent manufacturers of memory


modules worldwide. The Company distributes its products to original equipment
manufacturers ("OEMs") in a wide range of application markets covering servers and
workstations, PCs, printers and notebooks, and networking and telecommunications
equipment. SMART also provides sub-system level module design and integration,
specialized manufacturing and test, and logistical services. SMART's customers are the
top communication and computing OEMs in the world, including HP, Cisco, Sun, Dell
and Network Appliance.

Transaction Summary Together, TPG and funds managed by Ajay Shah and
Mukesh Patel, the original co-founders of SMART, purchased SMART in April2004 for
a total enterprise value of $123.3 million. This included a $50 million revolver funded by
Foothill, of which $10 million remained on the Company balance sheet. Each of 's
and TPG's investment was $29.0 million, equating to a 39.6% equity ownership stake for
each. Shah Capital Partners and Patel Family Partners together contributed $14.5
million, which equates to a combined 19.7% equity ownership stake. Employees of the
Company rolled $0.7 million of proceeds into a 0.9% equity stake.

In March 2005, SMART completed a $125 million issuance of Senior Secured Notes.
The proceeds of the offering were used to redeem I 00% ($65.1 mm) of the Sponsor
Group's Series A Redeemable Preferred Shares and to redeem 100% ($46 mm) of an
existing revolving credit facility. The redemption of the preferred shares resulted in
receiving $25.8 million in proceeds, or 89% of our initial investment.

Investment Thesis

• SMART's position as a profitable industry leader with brand and scale


• Attractive valuation
• Shift to a profit mentality
• Significant growth opportunities
• Partnership with original SMART cofounders I management team

49
Confidential
Management lain MacKenzie and Jack Pacheco continue as President and CFO,
respectively, and were the main faces of SMART to the debt investors during the
successful refinancing roadshow.

Recent Operating Performance The Company reported a strong second fiscal quarter
(ended February) that came in ahead of plan on all metrics (revenue, gross margin,
operating income). The Company recently successfully executed a refinancing that
returned all of the Sponsor Group's preferred stock and also provided the Company with
a new, more flexible debt covenant structure as described more fully above.

The decline in revenues in the business is consistent with the original underwriting as the
Company continues to exit unprofitable business lines.

Financial Results($ in millions)


Three Months Ended Six Months Ended
February 28. February 28,
2004 2005 2004 2005

Revenues $175.2 $164.4 $370.9 $318.9


EBITDA 10.5 13.0 19.7 23.3

so
Confidential
Investment Date: November 2002 Securities Owned: 9.0 mm common shares
Investment by $39.0 mm Management: Clarence Granger, CEO
Realized Proceeds: $35.8 mm Jack Sexton, CFO
Carrying Value: $55.0 mm
Ownership: 55.4%
Ticker: UCrT (NASDAQ)
Industry: Semi Cap Equipment
Location: Menlo Park, CA

Business Overview Ultra Clean Technology (UCT) is a leading provider of gas delivery
modules for the semiconductor capital equipment industry. Through the use of advanced
manufacturing methodologies and quality assurance procedures, UCT produces highly
reliable, cost-effective, custom-designed systems to meet semiconductor capital
equipment providers' product specifications. The Company is headquartered in Menlo
Park, CA and operates additional manufacturing facilities in Austin, TX and Portland,
OR.

Transaction Summarv In November 2002, completed its acquisition of 100% of the


outstanding shares of UCT from Mitsubishi Corporation. Total enterprise value for the
transaction equaled $39.8 million including excess cash for working capital purposes and
was financed entirely with equity. Certain members of the management team elected to
"rollover" stock option proceeds from the transaction into a 2.3% equity stake in the new
Company.

In March 2004, UCT successfully completed a $42 million initial public offering of its
common stock on the NASDAQ under the ticker "UCTT". The offering was composed of
6 million primary shares sold by the Company at $7.00 per share. The net proceeds of
the IPO were used (i) to retire the Company's $30.6 million of Series A Senior Notes
including $29.2 million held by and to provide $4.3 million of additional working
capital for the Company. Subsequent to the initial public offering, held 9.74 million
shares of UCT's common stock. In April 2004, the unde!VIriters executed the over-
allotment option and sold an additional 0.7 million shares for net proceeds of $4.7
million and continues to hold 9.0 million shares.

Investment Thesis

• Number-two player in the gas delivery subsystems market


• Attractive valuation ·
• Strong customer relationships with the largest U.S.-based capital equipment
providers
• Market growth from increased emphasis on outsourcing
• Platform for industry consolidation

51
Confidential
Management UCT announced the appointment of Jack Sexton to the position of Vice
President and Chief Financial Officer, effective May 17.

Operating Performance/Recent Developments Please see the attached press release


for the Company's most recent Operating Performance and Financial Results.

52
Confidential
Ultra Clean Holdings Reports Fim Quarter Financial Results

• Shanghai Facility Makes F1rst Shipment

MENLO YARK, CA, April25, 2005/ PRNewswire- Ultra Clean Holdings, Inc (Nasdaq: UCIT), a leading developer and
supplier of critical subsystems for the semiconductor cap1tal equipment industry, focusing on gas delivery systems, today
reported financial results for the first quarter, ended March 31, 2005 Among the highlights for the first quarter are exceeding
the guided range tOr both revenues and earnings per diluted share and higher gross margins.

Revenue for the tirst quarter of2005 totaled $41_9 million, compared to revenue of$40.8 million for the same period a year
ago, or an increase of2.7%_ Compared to revenue for the tOurth quarter ended De~,..:mber 31, 2004 of$41.3 mdlmn, revenue
for the first quarter mcreased 1 2% The company recorded net income of$1.2 million, or $0.07 per diluted share during the
first quarter of2005, compared to net income of$1 4 million, or $0.13 per diluted share for the same period a year ago and
$2_1 m1llion, or $0.13 per diluted share for the fourth quarter of2004. Gross margin for the first quarter of2005 was 15 9"/o
versus 15.5% for the fourth quarter of2004 and 14 9% for the s.ame penod a year ago.

Clarence Granger, UCT's Prestdcnt and Chief Executive Officer, commented on the first quarter results: "We are very pleased
that \JITs first quarter revenues and eammgs per diluted share exceeded the range of guidance and that gross margins
increased in the first quarter We are also pleased w1th several significant achievements during the first quarter· We expanded
our li'amc assembly business at a maJor customer, made a first shipment to a new customer, shipped our first chemical delivery
system and sh1pped our first gas panel from our new facility m Shanghai, China"

Granger continued· "We have been very successful in completmg sales of our other, non-gas panel, subassembly products,
which reached $2 1 million in the first quarter of2005. up $600 thousand from $1.5 million in the fourth quarter of2004_ In
addit10n to mamtammg sales of our gas delivery systems, we have also recently received a letter of mtent from a significant
customer for the manufacture of entire process modules to begin shipping in the second quarter_ We are continuing to focus
on expanding our reach into the >emiconductor pmcess tool with the goal of becoming a more valued outsource supplier to our
customers and the mdustry"

Commenting on UCT's corporate outlook, Granger noted, "We expect revenue for the second quarter of2005 to be roughly the
same as tn the tlrst quarter. between $39 and $41 million, and diluted earnings per share to range between $0 04 and W 01 ''

53
Confidential
WeoTrends.

Investment Date: April2005 Securities Purchased:


Investment by $94.8 mm • $42.4 mm of Mandatorily Redeemable Pref. Stock
Carrying Value: $94.8 mm • $42.4 mm of Convertible Preferred Stock
Ownership: 99.8% • $10.0 mm of Common Stock

Industry: Web Analytics Software Management: Greg Drew. CEO


Location: Portland, OR Tom Berkompas, CFO

Business Overview Founded in 1993, Web Trends is the largest vendor of web analytics
software and hosted services. Web analytics is a product segment within business
analytics software and is used by customers to monitor, analyze, and predict web traffic
across both commercial and non-commercial websites. The Company has a very strong
brand and has a loyal base of over 60,000 customers, including over 50% of the Fortune
500. WebTrends' customers span a broad range of industry verticals, including retail,
insurance/banking/financial services, media/entertainment, consumer packaged goods,
travel, telecom, healthcare, and government. Web Trends is the only scale vendor to
provide both a packaged license and a hosted service version of its web analytics
solution.

Transaction Summarv acquired WebTrends for a total enterprise value of


approximately $105 million, including fees, expenses and working capital.
contributed $94.8 million of equity capital and selected members of the management
team contributed a total of approximately $0.2 million. The initial capitalization of the
Company also included $10.0 million of Term A Senior Secured notes, with an additional
$5.0 million undrawn Revolving Credit Facility.

Investment Thesis

• Leader in an attractive market with strong growth potential. WebTrends has


been the historical leader in the web analytics for a number of years and is
estimated by industry analysts to be twice the size of its closest competitor. The
web analytics market is expected to grow at an average growth rate of 15% to
25% over the next several years, fueled by strong growth in internet usage/page
views and online advertising, both of which increase the demand for robust web
analytics tools.

• Growing and highly predictable revenue model. The Company's strong


maintenance base and its growing hosted business provide revenue stability and
visibility, as well as downside protection to WebTrends' operating model.
Approximately 50% of the Company's revenues currently come from either
54
Confidential
maintenance or hosted services, and this ratio has the potential to increase even
further as WebTrends' hosted offering continues to grow as a portion of the
overall business mix.

• Attractive valuation. We believe the valuation of this deal is attractive both


fundamentally and relative to publicly traded comparable companies. Earnings
acceleration at WebTrends should be enhanced by the strong marginal economies
of scale resulting from the largely fixed data center and R&D costs at the
Company. Therefore, we believe that we are purchasing the Company at a low
growth multiple of forward earnings. Our relative view of valuation at
WebTrends is supported by our assessment of publicly traded comparable
companies such as WebSideStoty, Concur, RightNow Technologies, and
salesforce.com, which currently trade for 4x to Sx LTM revenues and 47x to over
IOOx LTM EBITDA.

• Platform for consolidation. Web Trends' brand and product breadth make it an
attractive platform for consolidation in the fragmented web analytics market.

Management Greg Drew, previously SVP and General Manager of the WebTrends
business unit, became CEO of the standalone company upon consummation of the
transaction. Greg has lead the WebTrends business for almost two years and has over 28
years of industry experience. He is supported by Tom Berkompas, currently the VP of
Finance and previously the CFO of Web Trends before its acquisition by NetlQ. Post-
transaction, the Company has begun a search for a new VP of Sales, and is also looking
to augment its existing management team with a VP of Client Services.

Recent Operating Performance The Company's quarter ended March 31,2005 came
in generally on plan. It is important to note that the Company's performance in the first
quarter was consistent with our thesis on mix shift, with growth in hosted revenues and
corresponding softness in license revenues. This continues the positive transformation
thesis for the revenue model of the business, shifting from more volatile and short-tern
license revenues to more robust, predictable and longer-term hosted revenues.

Financial Results($ in millions)

Three Months Ended Year Ended


March 31 December 31,
2004 2005 2003 2004

Revenues $11.5 $11.8 $49.1 $45.9


EBITDA 0.6 0.3 4.9 2.7

55
Confidential
Investment Date: December 2004 Securities Purchased:
Investment by $26 mm • $26 mm of Common Stock
Carrying Value: $26mm Management: Shaun Wolfe, CEO
Ownership: 37.8% Olivia Polius, VP finance
Industry: Mainframe Software Co-investors: Golden Gate Capital
Location: Seattle, WA Thoma Cressey Equity Partners

Business Overview Founded in 1981, WRQ is a leading independent provider of host


access software (also known as "terminal emulation" software), which allows PC users to
access legacy host-based systems, including mainframes, UNIX servers, and other legacy
systems. The Company has a strong brand and has a loyal base of over 14,000
customers. Its customers span virtually all industries, but WRQ has developed a
particularly significant presence in the health care, manufacturing and insurance sectors.
WRQ's main product, Reflection, is available for a number of host platfonns: HP,
DEC/Unix, IBM, and XINFS. The Company also markets a version of its Reflection
product, RWeb, which connects browser users to applications on IBM, HP, UNIX, and
Open VMS operating systems. WRQ has a second product line known as Verastream,
which is a host integration solution.

Transaction Summary (40%), Golden Gate Capital ("GGC," 40%) and Thoma
Cressey Equity Partners ("TCEP," 20%) acquired 100% of the Business for a total
enterprise value of approximately $95 million. share of the initial equity investment
is $12 million. The initial capitalization of the Company also included $40.0 million of
Term A Senior Secured notes, $25.5 million of Term B Senior Secured Notes, $!million
of equity from the financing group and $I .5 million drawn on an available Revolving
Credit Facility.

In May, acquired Attachmate for $174 million in cash. Attachmate is the largest
independent vendor in the host access and emulation market. We believe the combined
company will be the clear market leader and an attractive platform to drive further sector
consolidation. The $174 million purchase was funded with $36 million of equity on a
pro-rata basis from the original investor group ($14 million from and $138 million of
third-party financing.

Investment Thesis

• Attractive absolute and relative valuation


• Stickiness of offering, along with maintenance and desktop upgrade cycles create
significant recurring revenue
• Opportunity for significant cost reductions to further increase profitability
• Stable and profitable business model with strong cash flow characteristics
• Platform for consolidation
56
Confidential
Management Jim Beach, previously CFO, left WRQ in February. As a result, Olivia
Polius, former WRQ Head of European operations and former Controller of BSquare
(BSQR), has been promoted to VP of Finance.

As previously announced, Jeff Hawn, former COO of BMC and current Chairman of the
Board of Directors for WRQ, will assume the role of Chairman and CEO of the combined
WRQ/Attachmate company.

Recent Operating Performance The Company's results for the quarter ended March
31, 2005 were on plan. Although revenues were slightly down year-over-year, this was
partially due to several deals that slipped at the end of the quarter, but were signed early
in Q2. However, as part of our investment thesis, we do expect revenues to decline at a
measured pace. Margins significantly increased year-over-year and the Company is
operating in a more streamlined fashion following January's planned restructuring, which
included a headcount reduction of over 50 employees.

In May, WRQ acquired Attachmate for $174 million in cash. Attachmate is the largest
independent vendor in the host access and emulation market. We believe the combined
company will be the clear market leader and an attractive platform to drive further sector
consolidation. The $174 million purchase was funded with $36 million of equity from
the original investor group ($14 million from and $138 million of third-party
financing.

The restructuring plan for the combined WRQ/ Attachmate company has been finalized
and will be implemented over the next two quarters.

Financial Results($ in millions)

Three Months Ended Year Ended


Marcb31 December 31
2004 2005 2003 2004

Revenues $19.3 $18.7 $80.2 $86.5


EBITDA 111 4.1 4.2 14.6 20.6

Note: (I) excludes one-time restructuring and impairment charges

57
Confidential
V. Financial Statements
Financial Statements
for the Three Months Ended
March 31, 2005 and
Year Ended December 31, 2004
Balance Sheets

March 31, December 31,


2005 2004
(unaudited) (audited)
Assets:
Cash $ 26,481,265 $ 13,950,953
Receivables 1,616,813 3,189,329
Prepaid Expenses 5,633,271
Investments, at estimated fair value (cost of
$1,050,259,311 ;n 2005 and $1,076,030,003 I 011 909 287 1,162,616,165
in 2004)
Total Assets $] ,015,610,636 $1,112,756,147

Liabilities and Partners' Capital:


Accounts Payable and Accrued Liabilities $ 553,130 $ 2,180,923
Partners' Capital I 045 087 506 I 177 575 524
Total Liabilities and Partners' Capital $1,015,640,636 $U19.75M47

See accompanying notes.

Confidential
Statements of Operations

Three Months
Ended Year Ended
March 31, December 31,
2005 2004
(unaudited) (audited)
Net (Loss) Gain on Investments:
Realized gain on investments $ $193,181,056
Dividend income from portfolio investments 7,671,834
Interest income from portfolio investments 622,942 3,820,949
Change in unrealized appreciation
(depreciation) of investments (124,936,186) 23,221,372
Net investment (loss) gain (124,313,244) 227 895 211

Operating Income and (Expenses):


Interest income 10,148 241,588
Management fee (5,430,462) (21 ,528,425)
Deal investigation expenses (2,130,031) (ll,095,896)
Other expenses (624,429) (2,684,003)
Net operating loss (8,174,774) (35,066,736)

Net (Loss) Income $(]32,488,018) $192,828,4 75

See accompanying notes.

2
Confidential
Statements of Changes in Partners' Capital
For the Three Months Ended
March 31, 2005 (unaudited) and
the Year Ended December 31, 2004 (audited)

Limited General
Partners Partner Total

Balance at December 31,2003 $ 979,699,082 $59,438,680 $1,039,137,762

Capital contributions 388,905,000 16,995,000 405,900,000


Distributions (433,962,084) (26,328,629) (460,290,713)
Net income 175 576 206 17,252,269 192 828 475
Balance at December 31, 2004 1,110,218,204 67,357,320 I, 177,575,524

Net loss (124,909,703) (7,578,315) (132,488,018)


Balance at March 31,2005 $ 985,308.501 $59.779.005 $1,045.087.506

See accompanying notes.

3
Confidential
Statements of Cash Flows
Three Months
Ended Year Ended
March 31, December 31,
2005 2004
Cash Flows from Operating Activities: ( ltllaudited) (audited)
Net operating loss $ (8,174,774) $ (35,066,736)
Net change in receivables 2,044,204 789,514
Net change in prepaid expenses (5,633,271)
Net change in accounts payable and accrued liabilities (90,966) (689,884)
Net Cash Used by Operating Activities (11,854,807) (34,967,106)
Cash Flows from Investing Activities:
Proceeds from Aderant Refinancing 9,983,424
Proceeds from Credence Sale 43,159,983
Proceeds from MagnaChip Refinancing 133,647,480
Proceeds from NP Test I Credence merger 139,192,057
Proceeds from SMART Modular 25,770,692
Proceeds from Ultra Clean Technology IPO 33,910,838
Proceeds from XcelleNet Sale 81,145,970
Dividend and interest income from portfolio investments 46,254 9,288,359
Purchase of other investments (373,604,092)
Net Cash Provided by Investing Activities 25816946 76724019
Cash Flows from Financing Activities:
Distribution of proceeds (I ,536,827) (458,753,886)
Capital contributions 105 000 405 795 000
Net Cash Used in Financing Activities (1,431,827) (52,958,886)

Net Change in Cash 12,530,312 (11 ,201 ,973)


Cash at Beginning of Year 13 950 953 25,152,926
Cash at End of Period $ 26.481.265 $ 13.95Q,2~3
Non-Cash Transactions:
Portfolio interest included in receivables $ .S:Zti,688 $ 2,204,424
Contributions included in receivables $ $ 105.000
Distributions included in accounts payable and
accrued liabilities $ 1,536,821
See accompanying notes.

4
Confidential
Schedule of Investments
March 31, 2005
(unaudited)

Date of Estimated
Investments Investment Cost FajrValue

Aderant:
Series B Note 617/04 $ 12,379,445 $ 12,379,445
Common Stock - 998 shares 617/04 5,590,717 5,590,717
17,970,162 17,970,162

AKQA:
Series B Convertible Preferred Stock -
26,347,306 shares 1111100 47,045,000 23,522,500

47,045,000 23,522,500

AMI Semiconductor (1):


Common Stock- 20,496,580 shares 12/21/00 13,952,161 231,406,388

13,952,161 231,406,388

C-MAC
Common Stock- 61,137 shares 10/18/04 2,396,022 2,396,022
Preferred Stock- 183,396 shares 10/18/04 7,188,065 7,188,065
Deep Discount Bond 10/18/04 20,765,521 20,765,521
30,349,608 30,349,608

Credence (NPTest) (1):


Common Stock- 14,596,754 shares 7/29/03 99,083,559 115,460,324
99,083,559 II 5,460,324

Note to table:
(I) Estimated fair value is based on the closing price on March 31, 2005.

5
Confidential
Schedule of Investments (continued)
March 31, 2005
(unaudited)

Date of Estimated
Investments Investment Cost Fair Value

G International:
Common Stock 12/1/04 $ 31,818,182 $ 31,818,182
31,818,182 31,818,182

GXS:
Series A Preferred Stock- 3,070,293
shares 9/27/02 308,950,576 308,950,576
Common Stock -76,757,331 shares 9/27/02 38,618,822 38,618,822
347,569,398 347,569,398

Legerity:
Series A Preferred Stock- 89,844 shares 8/2/00 89,799,107
Series B Preferred Stock- 30,749 shares 1111101 30,749,240
Series C Preferred Stock- 45,000 shares 9/30/02 43,710,439
Common Stock- 64,687,503 shares 8/2/00 111,350,893
Credit Facility- Term Loan 9/30/02 17,484,176 8,742,088
Credit Facility- Revolver and other
amounts owed by Legerity 9/30/02 31,908,621 17,484,176
325,002,476 26,226,264

Magna Chip:
Series B Preferred Stock- 31,957 shares 10/06/04 34,992,270 34,992,270
Common Stock- 17,025,185 shares 10/06/04 18,642,048 18,642,048
53,634,318 53,634,318

6
Confidential
Schedule of Investments (continued)
March 31, 2005
(unaudited)

Date of Estimated
Investments Investment Cost Fair Value

OfficeTiger:
Series C Preferred Stock- 33,630,149
shares 6/3/04 $ 55,228,122 55,228,122

55,228,122 55,228,122

SMART Modular:
Common Stock -19,334,774 shares 4/16/04 3,221,996 3,221,996
3,221,996 3,221,996

Ultra Clean Technology (I):


Common Stock- 9,022,546 shares 11115/02 9,022,315 55,037,531
9,022,315 55,037,531

WRQ:
Common Stock- 425 shares 12/29/04 11,980,108 II ,980,108
11,980,108 II ,980,108

XcelleNet:
Escrow Funds Various 4,381,906 8,484,386
4,381,906 8,484,386

Total Investments
$1,Q~Q,252,311 $ l,Ql 1,202,287

Note to table:
(I) Estimated fair value is based on the closing price on Man;h 31, 2005.

7
Confidential
Notes to Financial Statements
March 31, 2005
(unaudited)

1. Organization

The enclosed financial statements include the accounts of and its parallel
fund (collectively the "Partnership"). The Partnership was
organized as a Delaware limited partnership on May 8, 2000 to make investments in technology
companies, both domestically and internationally, for long-tenn capital appreciation, using
various transaction structures including leveraged buyouts, management buyouts, spinouts,
recapitalizations, minority investments, restructurings and growth equity investments.
which has total commitments of$12.3 million, was established to facilitate
non-qualified investors' investments in the same investments made
Both funds share all Partnership investments and expenses on a pro~rata basis. The general
partner of the Partnership is (the "General Partner"), a Delaware
limited liability company.

2. Significant Accounting Policies

Basis of Accounting

The accompanying financial statements are presented on the accrual basis of accounting using
accounting principles generally accepted in the United States ("US GAAP"). Financial
statements prepared on a US GAAP basis require management to make estimates and
assumptions that affect the amounts and disclosures reported in the financial statements and
accompanying notes. Such estimates and assumptions could change in the future and actual
results may differ from those estimates.

Investment Valuation

All investments are valued at fair value as determined by the General Partner and reviewed by the
Advisory Board annually. The Advisory Board is comprised of a representative group of
institutional investors in the Partnership. The fair value of investments is determined as follows:
publicly traded securities are valued at the closing price on the valuation date; privately held
investments are valued at fair value determined in good faith by the General Partner taking into
consideration purchase price, financial performance, events subsequent to the acquisition and
such other factors as the General Partner may deem relevant.

The books and records of the Partnership are maintained in US dollars. Assets and
liabilities denominated in foreign currencies are translated at the rates of exchange
prevailing at the date of the financial statements. Transactions in foreign currencies are
translated at the rates of exchange prevailing at the time of the transaction.

8
Confidential
Notes to Financial Statements
March 31, 2005
(unaudited)

2. Significant Accounting Policies (continued)

Interest Income

Interest income represents interest earned from short-term investments with original
maturities of three months or less and from cash balances. Interest income is recorded on
the accrual basis.

Income Taxes

Although partnerships are not taxable entities, the Partnership files information returns
with the Internal Revenue Service and the State of California. As a partnership, tax basis
income and losses are passed through to the individual partners and, accordingly, there is
no provision for income taxes in the accompanying financial statements. The tax basis
income and losses may differ from the income and losses in the Statements of Changes in
Partners' Capital which is prepared in accordance with US GAAP.

Syndication Costs

Syndication costs paid by the fund are charged directly to Partners' Capital with a
resulting reduction in the management fee payable by the Partnership.

3. Allocation of Net Income or Net Loss

Net income or net loss is allocated in accordance with the Partnership agreement which
provides that, subject to certain priority returns, Partnership profits and losses are
allocated on a pro-rata basis until a preferred return is achieved. Thereafter, net profits
are allocated 80% to all Partners in proportion to their pro-rata interest in the capital
commitments of the Partnership and 20% to the General Partner. During the year ended
December 31, 2004, the General Partner received priority allocations of net income of
$6.6 million in relation to management fee reductions. There were no priority allocations
of net income during the three months ended March 31, 2005.

4. Related Party Transactions- Management Fee

The General Partner receives an annual management fee for services rendered to the
Partnership. The fee is equal to 1.75% of capital commitments from limited partners up
to $1 ,000.0 million plus 1.5% of capital commitments from limited partners thereafter

9
Confidential
Notes to Financial Statements
March 31,2005
(unaudited)

4. Related Party Transactions- Management Fee (continued)

and is payable semi~annually, in advance until the earlier of the sixth anniversary of the
Partnership or the establishment of a successor fund. The management fee for
is equal to 1.6% of capital commitments from
limited partners. After the expiration of the investment period or the raising of a
successor fund, the fee for both Partnerships is calculated semi-annually as 0.625% of
the weighted-average cost of investments held by the Partnership.

The management fee for the three months ended March 31 , 2005 and year ended
December 31, 2004 were calculated as follows:

Three Months
Ended Year Ended
Annual March31, December 31,
Limited Partner Commitments Rate 2005 2004

$1,000,000,000 1.75% $4,375,000 $17,500,000


$1,347,750,000 1.50% 5,054,062 20,216,250

$9,250,000 1.60% 37 000 148 000


Management fee due 9,466,062 37,864,250

Syndication costs (2,489,205)


Fee adjustments (4,035,600) (13,846,620)
Management fee :> 5,43Q,462 $21,528.~25

The management fee due and payable by the Partnership is reduced for: (i) 50% of the fee
income received by the General Partner in connection with investments purchased by the
Partnership, (ii) 100% of monitoring fees, (iii) 100% of capital contributions the General
Partner elected not to contribute in cash and (iv) 100% of syndication costs paid by the
Partnership during the six-month period preceding each semi-annual management fee
calculation. The management fee earned for 2005 and 2004 has been reduced for capital
contribution amounts the General Partner elected not to contribute in cash of $4.2 million
and $4.8 million, respectively.
10
Confidential
Notes to Financial Statements
March 31, 2005
(unaudited)

5. Partners' Capital

l11e Partnership has received commitments of $2,500.0 million including $2,357.0


million from the limited partners and $143.0 million from the General Partner. The
Partnership had unfunded commitments of $662.5 million as of the three months ended
March 31, 2005 and year ended December 31, 2004, having called 73.5% of committed
capital as of those dates. In addition, 6.1% of committed capital, representing previously
returned bridge investment proceeds, is subject to recall at the election of the General
Partner.

The General Partner met $6.6 million of its capital call obligations during the year ended
December 31, 2004 by electing under the terms of the Partnership agreement to reduce
the management fee. Of this amount, $4.2 million reduced the management fee due in
2005. The General Partner is entitled to meet $40.0 million of its capital commitment by
reducing the management tee due from the Partnership. As of March 31, 2005 and
December 31, 2004, the General Partner utilized 73.5% of such entitlement.

6. Foreign Securities

The Partnership invests in the securities of foreign companies which involve special risks
and considerations not typically associated with investing in U.S. companies. These risks
include devaluation of currencies, less reliable information about issuers, different
securities transaction clearance and settlement practices, and future adverse political and
economic developments. Moreover, securities of many foreign companies and their
markets may be less liquid and their prices more volatile than those of securities of
comparable U.S. compames.

7. Guarantees

At March 31,2005 and December 31,2004, the Partnership pledged its common stock of
WRQ, Inc., as collateral in connection with the term loans provided by a bank to WRQ,
Inc. The Partnership enters into contracts that contain a variety of indemnifications. The
Partnership's maximum exposure under these agreements is unknown. However, the
Partnership has not had prior claims or losses pursuant to these contracts and expects the
risk of loss to be remote.

II
Confidential
Supplemental Information

12
Confidential
Supplemental Schedule of Investments
Period from May 8, 2000 (date of inception) to
March 31,2005
(unaudited)

IMeption to date Inception to date


Current Portfolio Prevlou!!Jo: Dis~DSM Asms Totallnvestmenb
IJnrealized Income Realized \'aloQtion Total
Gains/
Com an~ Cost Valuation (Lime'!) ~
'"'
Proeffds
Gains/
!losses) Cost
·~
'"'..... Gains/
(Lllm':'l)
lm·estmcnt Perform an~
Sinrf' Inception' {rn $ rmlhons)
XcelleNet
' " ' " ' '' ' '" 811
' )9 2
' '" $%
' 43.3
AMI Semiconduc1or
AMI IMS\-1 tOIIow on)
'" 1921 179 7
m
126 I
H>
217 6
"' 138 5 409 7 271.2

l.e~enly " 23 I 9 '"' (2JL9)


'" I " .17 2
2319 "' "'
(231.9)
Le~enly (i\gere rollo" on) 93 I :'62 (66 9) 93 I 26.2 (669)
marchfiRSI 154 5 1154 5\ (1545)
AJ..Q,, n; (235) '"' 23_5 (23 5)
GXS ""
347 6 3476 ""
347 6 347 6
CredenceiNP Test\
"'' 115 5
'" "" 202 I 150 5 150 7 317 6 1669
l'ltro Clean Technology
SMARr MnJulor '"
"
"'
"
"' '""
"'
""
25 g " }9 0
~9 0 "''
290 '"
~& 28.0
,\Jera"l
Off>cel•ger ""2
55 '"" '"" '"" '" 5S2
0
;;,
Ma~naChip
'"J '"
'" 1336 IJH 187 2 181 2
C-M.>.C )0 JO J "' .10.1 JO J
G lnternaliOnal Jl 8 318 .ll 8
1\'RQ 12 0 120
"" ""
''"
Tolallnv .. tmenl> $ 1,0502 1.011 9
' (38 l)
U2?..!. 7411 I 117.0 ~
' 1.758.0
' ""
ill bduJe> d" od0'10 •fl<i ~nl<r<sl mcomo: '"'"'«!to dal<

13
Confidential

You might also like