Financial Performance & Scoring -- © 2006 Gaskins IPO Desktop/IPOdesktop

IPOdesktop.com Pre-IPO grading & scoring methodology

Financial Performance & Scoring -- © 2006 Gaskins IPO Desktop/IPOdesktop
Pre-IPO analysis, grading & scoring -- updated Dec 9
. Business Model Rating Criteria
A = high growth market, potential leader; B = more competitive market; C= 'public venture capital'
. Calculations
. IPO Price to annualized Sales Ratio -- (Price / Sales)
Numerator		Denominator
IPO market capitalization…		Annualized Sales (last six or nine months)
(post-IPO # of shares times mid-point of IPO price range)
. IPO Price to annualized Earnings (loss) -- (Price / Earnings)
Numerator		Denominator
IPO market cap		Annualized Earnings (loss) from the last quarter
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Summary ratios for the week of Dec 11 (IPOs not previously analyzed, scored & graded)
(P/E ratios based on annualizing recent results, see notes)
VALUATION RATIOS	IPO Mrkt	Price /	Price /	Price /	Price /	% offered
	Cap (mm)	Sales	Earnings	BookValue	TangibleBV	in IPO
Affymax (AFFY)	$322	48.3	-5	3.3	3.3	25%
biopharma creating drugs: C+, 6						Post-IPO shrs: 14mm

Altra Holdings (AIMC)	$317	0.7	20	4.1	-5.1	47%
power transmission & motion control: C+, 7						Post-IPO shrs: 21mm

Artes Medical (ARTE)	$207	n/a	-8	2.8	2.9	29%
injectable aesthetic cosmetic products: C+, 6						Post-IPO shrs: 16mm

Atlas Energy LLC (ATN)	$734	2.4	10	3.9	5.0	17%
natural gas/oil in the Appalachia: C+, 7						Post-IPO shrs: 37mm

Cal Dive Intern'l (DVR)	$1,256	2.5	10	17.7	28.8	27%
oil/natural gas diving services: C+, 7						Post-IPO shrs: 84mm

Carrols RestaurantTAST	$324	0.4	25	-18.0	-1.4	69%
franchise restaurant operator: C+, 6						Post-IPO shrs: 21.6mm

DCT Industrial (DCT)	$2,865	11.4	-597	2.4	2.4	7%
REIT: C, 6						Post-IPO shrs: 191mm

Double-Take Soft DBTK	$205	3.7	30	5.8	6.4	37%
data protection software: C+, 7						Post-IPO shrs: 20.5mm

Genesis Lease (GLS)	$689	4.1	19	1.4	1.4	89%
aircraft lessor: C+, 6						Post-IPO shrs: 31.1mm

Guidance Soft (GUID)	$297	5.7	-97	8.9	8.9	23%
forensic software: B-, 8						Post-IPO shrs: 22mm

IPG Photonics (IPGP)	$631	4.7	36	5.0	5.0	21%
fiber lasers & amplifiers for commncatn: B-, 7						Post-IPO shrs: 43.5mm

Isilon Systems (ISLN)	$545	9.7	-27	7.2	7.2	14%
digital content clustered storage sys: C, 7						Post-IPO shrs: 60.5mm

MEDecision (MEDE)	$187	4.1	-50	5.2	8.0	37%
software/services for healthcare payers: C+, 6						Post-IPO shrs:15mm

NewStar Financial NEWS	$535	12.5	82	1.5	1.5	33%
debt financing for mid-sized businesses: C+, 6						Post-IPO shrs: 33.5mm

Obagi Medical (OMPI)	$305	4.2	64	-80.3	-20.6	25%
topical skincare products: C+, 7						Post-IPO shrs: 22mm

Teekay Offshore Pt TOO	$392	0.8	33	2.8	4.7	36%
offshore shipping/storage: C+, 7						Post-IPO shrs: 19.6mm

US BioEnergy (USBE)	$1,050	8.7	161	2.3	2.7	15%
ethanol: C, 7						Post-IPO shrs: 66mm

WSB Financial (WSFG)	$78	4.9	19	1.5	1.5	44%
regional bank: C+, 7						Post-IPO shrs: 5.2mm
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Affymax	AFFY, C+, 6
biopharma creating drugs						Post-IPO shrs: 14mm
Palo Alto, CA	2003	2004	2005	Sept 05*	Sept 06**	IPO Mkt
Rev ($mm)	0.2	0.2	0.1	0.7	5.0	Cap (mm)
Profit (loss) ($mm)	($28)	($22)	($34)	($23)	($48)	$322
				*nine months ended Sept 30, 05		@$23
				**nine months ended Sept 30, 2006
VALUATION RATIOS	IPO Mrkt	Price /	Price /	Price /	Price /	% offered
	Cap (mm)	Sales	Earnings	BookValue	TangibleBV	in IPO
Affymax (AFFY)	$322	48.3	-5	3.3	3.3	25%
SCORECARD		Mgt	Market	Market Do-	Proprie-	Total
1-5, 5 is high			Growth	mination	tary	rating
20 is perfect		2	2	0	2	6
Summary
. Two collaboration agreements with Takeda, resutling in significant cash (see below)
. Takeda also purchased stock in February 2006 at $18.86 per share
Business
. Developing novel peptide-based drug candidates to improve the treatment of serious and often
life-threatening conditions.
Lead product
. Lead product candidate, Hematide, is designed to treat anemia associated with chronic kidney
disease and cancer. Anemia is a serious condition in which blood is deficient in red blood cells
and hemoglobin. It is common in patients with chronic kidney disease, cancer, heart failure,
inflammatory diseases and other critical illnesses, as well as in the elderly. If left untreated,
anemia may increase the risk of other diseases or death.
. Hematide is a synthetic peptide-based erythropoiesis stimulating agent, or ESA, designed to
stimulate production of red blood cells. Hematide is designed to be longer acting than currently
marketed ESAs, and therefore has the potential to offer both better care for patients and reduced
cost and complexity for healthcare providers.
Clinical trials
. Currently conducting Phase 2 clinical trials in patients suffering from end-stage renal disease
who are on dialysis, as well as in earlier stage chronic kidney disease patients, or predialysis
patients.
. If the results of our ongoing Phase 2 trials for Hematide continue to be positive, we would expect
to commence separate Phase 3 trials in both dialysis and predialysis patients during 2007.
. In oncology supportive care, has initiated Phase 2 clinical trials evaluating Hematide in cancer
patients who suffer from anemia as a consequence of their chemotherapy treatment.
History
. Incorporated in July 2001 and acquired certain assets, technology and intellectual property and
assumed certain liabilities of Affymax Research Institute, or ARI, from GlaxoSmithKline plc.
. ARI was originally founded in 1988 by Dr. Alejandro Zaffaroni as a combinatorial chemistry
company focused on accelerating the drug discovery process through innovative technologies.
Collaborations
. Two collaboration agreements, with Takeda, which have been combined for accounting purposes
due to their proximity of negotiation.
. Consideration from these collaboration agreements includes nonrefundable upfront license fees,
reimbursement for sales of active pharmaceutical ingredients, or API, clinical and regulatory
milestone payments, reimbursement of third party U.S. clinical development expenses, product
profit share revenues (as co-promotion revenues) and royalties.
. In February 2006, issued an exclusive license to Takeda for the development and
commercialization of Hematide in Japan. Pursuant to this agreement, Takeda paid $27 million,
consisting of $17 million in upfront license fees and $10 million for the purchase of 530,082
shares of Series E Redeemable Convertible Preferred Stock at a price of $18.86 per share, which
was determined was at fair value.
. In addition, is eligible to receive clinical and regulatory milestone payments of up to an aggregate
of $75 million upon Takeda's successful achievement of clinical development and regulatory
milestones in Japan
. In June 2006, expanded collaboration to develop and commercialize Hematide worldwide, which
includes the co-development and co-commercialization of Hematide in the U.S. Takeda received
an exclusive license to develop and commercialize Hematide outside of the U.S.
. Beginning January 1, 2007, Takeda will bear the first $50 million of third-party expenses related
to clinical development in pursuit of U.S. regulatory approval of Hematide.
. Thereafter, Takeda will bear 70% of the third-party U.S. clinical development expenses, while
AFFY will assume 30% of these expenses.
. Under the June 2006 agreement, Takeda paid an upfront license fee of $105 million, and AFFY
is eligible to receive from Takeda up to an aggregate of $280 million upon the successful
achievement of clinical development and regulatory milestones.
. Further, AFFY may receive from Takeda up to an aggregate of $150 million upon the
achievement of certain worldwide annual net sales milestones.
. AFFY and Takeda will share equally in the net profits and losses of Hematide in the U.S. Takeda
will pay a variable royalty based on annual net sales of Hematide outside the U.S.
Competition
. According to IMS Health, the worldwide EPO market totaled $13 billion in revenue for the 12
months ended June 2006 of which the global lenders, PROCRIT, marketed by J&J, represented
29% of the market, and Aranesp, marketed by Amgen, represented 33% of the market.
. Aranesp, introduced in 2001, is rapidly gaining market share, particularly in the oncology
market. In late 2005, U.S. quarterly sales of Aranesp surpassed those of PROCRIT.
. Also in 2005, Amgen submitted a biologics license supplement to include a once-monthly dosing
regimen for predialysis patients in the label for Aranesp.
. In October 2006, the FDA responded to Amgen's filing with a request for additional clinical data
for the once-monthly dosing regimen, including an additional clinical study.
Use of $72mm in IPO proceeds
o $50 million to fund Phase 3 clinical trials and long term carcinogenicity studies for Hematide;
o $5 million to fund manufacturing scale-up, which involves technical development of large lot
processes to produce commercial quantities of Hematide;
o $5 million to fund pre-approval commercial development, competitive positioning analyses,
physician education and development of a commercial sales and marketing organization in
preparation for the potential commercial launch of Hematide;
o $5 million to fund research and development relating to other product candidates;
o remainder to fund working capital, capital expenditures and other general corporate purposes.
==============================
Altra Holdings	AIMC, C+, 7
power transmission & motion control						Post-IPO shrs: 21mm
Quincy, Massachusetts			proforma	2005	Sept 06*	IPO Mkt
Rev ($mm)			see notes	$426	$354	Cap (mm)
Gross Profit %			below	28%	28%	$317
Profit (loss) ($mm)				$1	$12	@$15
Profit (loss) %				0.2%	3%
EBIDTA ($mm)				$45	$50
Profit (loss) %				10%	14%
				*nine months ended Sept 30, 2005
VALUATION RATIOS	IPO Mrkt	Price /	Price /	Price /	Price /	% offered
	Cap (mm)	Sales	Earnings	BookValue	TangibleBV	in IPO
Altra Holdings (AIMC)	$317	0.7	20	4.1	-5.1	47%
SCORECARD		Mgt	Market	Market Do-	Proprie-	Total
1-5, 5 is high			Growth	mination	tary	rating
20 is perfect		2	2	2	1	7
FINANCIAL STATEMENT NOTES
The term "Pro forma" refers to operations after giving effect to the Other Transactions and the
Hay Hall Acquisition after conversion into U.S. dollars at the assumed exchange rates described
herein (see "Formation, Recent Acquisitions and Other Transactions"
Summary
. Leveraged buy-out, growth by acquisition
. EBITDA is a relatively low percentage of sales
Business
. Global designer, producer and marketer of a wide range of MPT and motion control products
with a presence in over 70 countries.
. Global sales and marketing network includes over 700 direct OEM customers and over 3,000 distributor outlets.
Formation, Recent Acquisitions and Other Transactions
The PTH Acquisition
On November 30, 2004, acquired the original core business through the acquisition of Power
Transmission Holding LLC, or PTH, from Warner Electric Holding, Inc., a wholly-owned
subsidiary of Colfax Corporation, for $180.0 million in cash.
The Kilian Transactions
On October 22, 2004, The Kilian Company, or Kilian, a company formed at the direction of
Genstar Capital LLC, or Genstar Capital, the principal equity sponsor, acquired Kilian
Manufacturing Corporation from Timken U.S. Corporation for $8.8 million in cash and the
assumption of $12.2 million of debt. At the completion of the PTH Acquisition, (i) all of the
outstanding shares of Kilian capital stock were exchanged for approximately $8.8 million of
shares of capital stock and Kilian and its subsidiaries were transferred to AIMC's wholly owned
subsidiary, Altra Industrial Motion, Inc and (ii) all outstanding debt of Kilian was retired with a
portion of the proceeds of the sale of Altra Industrial's 9.0% senior secured notes due 2011
The Hay Hall Acquisition
On February 10, 2006, AIMC acquired all of the outstanding share capital of Hay Hall Holdings
Limited, or Hay Hall, for $50.3 million in cash. Hay Hall and its subsidiaries became indirect
wholly owned subsidiaries. In connection with the acquisition of Hay Hall, Altra Industrial issued
£33.0 million of 111/4% senior notes due 2013.
The Bear Linear Acquisition
On May 18, 2006, Altra Industrial acquired substantially all of the assets of Bear Linear for $5.0
million in cash. Approximately $3.5 million was paid at closing and the remaining $1.5 million is
payable over the next two and a half years. Bear Linear manufactures high value-added linear
actuators for mobile off-highway and industrial applications.
Products
. Include industrial clutches and brakes, enclosed gear drives, open gearing, couplings, engineered
bearing assemblies, linear components and other related products.
. Products serve a wide variety of end markets including energy, general industrial, material
handling, mining, transportation and turf and garden.
Sales
. Primarily sells products to a wide range of OEMs and through long-standing relationships with
industrial distributors such as Motion Industries, Applied Industrial Technologies, Kaman
Industrial Technologies and W.W. Grainger.
Gross margin improvement
Improved our gross profit margin and operating profit margin every year from fiscal year
2002 through fiscal year 2005 by implementing strategic price increases, utilizing low-cost
country sourcing of components, increasing our productivity and employing a more efficient sales
and marketing strategy.
Competition
. While the power transmission industry has undergone some consolidation, AIMC estimates that
in 2005 the top eight broad-based MPT companies represented approximately 21% of the U.S.
power transmission market.
. The remainder of the power transmission industry remains fragmented with many small and
family-owned companies that cater to a specific market niche often due to their narrow product
offerings
. Competes with such larger companies as Emerson Power Transmission Manufacturing, L.P.,
Regal Beloit Corporation and Rockwell Automation.
Use of $41.5mm in IPO proceeds from sale of 3.3mm shares
(shareholders intent to sell 6.7mm shares)
. Repay $24.4mm debt
. Balance for general working capital
==============================
Artes Medical	ARTE, C+, 6
injectable aesthetic cosmetic products						Post-IPO shrs: 16mm
San Diego, CA	2003	2004	2005	Sept 05*	Sept 06**	IPO Mkt
Rev ($mm)	none	none	none	none	none	Cap (mm)
Profit (loss) ($mm)	($6)	($12)	($2)	($16)	($19)	$207
				*nine months ended Sept 30, 2005		@$13
				**nine months ended Sept 30, 2006
VALUATION RATIOS	IPO Mrkt	Price /	Price /	Price /	Price /	% offered
	Cap (mm)	Sales	Earnings	BookValue	TangibleBV	in IPO
Artes Medical (ARTE)	$207	n/a	-8	2.8	2.9	29%
SCORECARD		Mgt	Market	Market Do-	Proprie-	Total
1-5, 5 is high			Growth	mination	tary	rating
20 is perfect		2	2	1	1	6
Summary
. Expects to ship product in the first quarter of 2007
. FDA approved on Octobe 27, 2006
Business
. Developing, manufacturing and commercializing a new category of injectable aesthetic products
for the dermatology and plastic surgery markets.
. On October 27, 2006, the FDA approved ArteFill, ARTE's non-resorbable aesthetic injectable
implant for the correction of facial wrinkles known as smile lines, or nasolabial folds.
Advantages of ArteFill
. Currently, there are two categories of injectable aesthetic products used for the treatment of facial
wrinkles: (1) temporary muscle paralytics, which block nerve impulses to temporarily paralyze
the muscles that cause facial wrinkles, and (2) temporary dermal fillers, which are injected into
the skin or deeper facial tissues beneath a wrinkle to help reduce the appearance of the wrinkle.
. Unlike existing temporary muscle paralytics and temporary dermal fillers, which are comprised
of materials that are completely metabolized and absorbed by the body, ArteFill is a proprietary
formulation comprised of polymethylmethacrylate, or PMMA, microspheres and bovine collagen,
or collagen derived from calf hides.
. PMMA is one of the most widely used artificial materials in implantable medical devices, and is
not absorbed or degraded by the human body.
. Following injection, the PMMA microspheres in ArteFill remain intact at the injection site and
provide a permanent support structure to fill in the existing wrinkle and help prevent further
wrinkling.
. As a result, ARTE believes that ArteFill will provide patients with aesthetic benefits that may
last for years.
Expected product shipments
. ARTE intends to commence commercial shipments of ArteFill during the first quarter of 2007
. The strategy is to establish ArteFill as a leading injectable aesthetic product.
. Plans to drive the adoption of product through a direct sales and marketing effort to
dermatologists, plastic surgeons and cosmetic surgeons in the United States.
. Initially intends to target dermatologists, plastic surgeons and cosmetic surgeons whom ARTE
has identified as having performed a significant number of procedures involving injectable
aesthetic products
Competition
. In the United States, will compete primarily with companies that offer temporary injectable
aesthetic products approved by the FDA for the correction of facial wrinkles, such as Medicis
Pharmaceutical Corporation and Allergan, Inc.
. In addition, will compete with companies that offer products that physicians currently use off
label for the correction of facial wrinkles, including BioForm Medical, Inc. and Dermik
Laboratories, a subsidiary of sanofi-aventis.
. A number of companies, such as Mentor Corporation, are currently developing new products that
may be used for the treatment of facial wrinkles, although ARTE believes none of them involve a
non-resorbable injectable aesthetic implant.
. Also will compete with companies that offer different treatments for facial wrinkles, including
topical cosmeceuticals and creams, chemical peels, laser skin treatments and microdermabrasion.
. In addition, in March 2006, Allergan completed its acquisition of INAMED Corporation. As a
result of this transaction, the market for injectable aesthetic products experienced a significant
concentration of products within a single entity with greater resources and the ability to provide an
expanded range of products and services and pricing programs. These companies and others have
developed and will continue to develop new products that compete with ARTE's products.
Use of $52mm in IPO proceeds
. Build sales and marketing organization and implement promotional and advertising campaigns
related to the commercial launch of ArteFill;
. To conduct long-term, post-market safety study of ArteFill; to further automate and expand
capacity at the manufacturing facilities
. To conduct further studies to evaluate the feasibility, safety and efficacy of ArteFill for other
aesthetic applications.
. Remainder for working capital and for other general corporate purposes
==============================
Atlas Energy Resources	ATN, C+, 7
natural gas/oil in the Appalachia						Post-IPO shrs: 37mm
Moon Township, PA	Sept 30	2003	2004	2005	2006	IPO Mkt
Rev ($mm)	fiscal	$108	$156	$221	$300	300
Profit (loss) ($mm)				proforma	$70	$734
Profit (loss) %					23%	@$20
EBIDTA ($mm)					$93
Profit (loss) %					31%
Reserves to production ratio (years)				20x	17.6x
				Sept 30 fiscal
VALUATION RATIOS	IPO Mrkt	Price /	Price /	Price /	Price /	% offered
	Cap (mm)	Sales	Earnings	BookValue	TangibleBV	in IPO
Atlas Energy LLC (ATN)	$734	2.4	10	3.9	5.0	17%
SCORECARD		Mgt	Market	Market Do-	Proprie-	Total
1-5, 5 is high			Growth	mination	tary	rating
20 is perfect		2	2	2	1	7
Summary -- partnership units
. Sponsored by ATLS, market cap $987mm
. Expected to pay out 8.4% initially on an annualized basis
Partnership units & distribution policy
. Intends to distribute on a quarterly basis at least $0.42 per unit
. $1.68 per unit per year, an annualized rate of 8.4%
Business
. Focused on the development and production of natural gas and, to a lesser extent, oil principally
in the Appalachian Basin.
. Sponsors and manages tax-advantaged investment partnerships, in which ATN coinvests, to
finance the exploitation and development of acreage.
History
. Formed in 2006 to own and operate substantially all of the natural gas and oil assets and the
investment partnership management business of Atlas America, Inc. (Nasdaq: ATLS, $987mm market cap).
. Are managed by Atlas Energy Management, Inc., a wholly-owned subsidiary of Atlas America.
Assets
As of September 30, 2006, principal assets consisted generally of:
. working interests in 6,415 gross producing gas and oil wells;
. overriding royalty interests in 632 gross producing gas and oil wells;
. investment partnership business, which includes equity interests in 91 investment partnerships
and a registered broker-dealer which acts as the dealer-manager of ATN's investment partnership
offerings;
. 568,900 gross (516,200 net) acres, primarily in the Appalachian Basin, over half of which, or
approximately 308,300 gross (294,800 net) acres, are undeveloped; and
. an interest in a joint venture that gives ATN the right to drill up to 300 net wells before June 30,
2007 on approximately 212,000 acres in Tennessee.
In addition, at March 31, 2006, the date of ATN's most recent reserve report, had proved reserves
of 170.9 Bcfe, including the reserves net to equity interest in the investment partnerships and
direct interests in producing wells.
Production
. For the twelve month period ended September 30, 2006, produced 25,924 Mcfe/d which includes
the proportionate share of production from investment partnerships as well as direct interests in
producing wells.
. This resulted in an average proved reserves to production ratio, or average reserve life, of
approximately 18 years based on proved reserves at March 31, 2006.
. As of September 30, 2006, had identified approximately 400 proved undeveloped drilling
locations and approximately 2,700 additional potential drilling locations on ATN's acreage and
Tennessee joint venture acreage.
. According to Rigdata.com, ATN was the 11th most active operator in the United States based on
well starts from January 2006 to October 2006.
Use of $116mm in IPO proceeds
Distribution to Atlas America, the parent
==============================
Cal Dive International	DVR, C+, 7
oil/natural gas diving services						Post-IPO shrs: 84mm
Houston, TX			2005*	Sept 05*	Sept 06**	IPO Mkt
Rev ($mm)			$464	$379	$373	Cap (mm)
Gross Proft %			17%	45%	45%	$1,256
Profit (loss) ($mm)					$93	@$15
Profit (loss) %					25%
EBITDA					$160
EBITDA %					43%
			*proforma--see notes below, Sept , 2006 nine months
				**nine months ended Sept 30, 2006
VALUATION RATIOS	IPO Mrkt	Price /	Price /	Price /	Price /	% offered
	Cap (mm)	Sales	Earnings	BookValue	TangibleBV	in IPO
Cal Dive Intern'l (DVR)	$1,256	2.5	10	17.7	28.8	27%
SCORECARD		Mgt	Market	Market Do-	Proprie-	Total
1-5, 5 is high			Growth	mination	tary	rating
20 is perfect		2	2	2	1	7
FINANCIAL STATEMENT NOTES
Summary
. Spinoff from Helix ($3.3bb market cap, which also purchased two companies for the subsidiary
. 100% of proceeds going as a dividend to Helix
. Low p/e ratio
. Historical consolidated proforma financial statements not available
Recent acquisitions
. In August 2005, DVR acquired vessels and diving assets from Torch for an aggregate purchase
price of $26.4 million (including assets held for sale). The operating results of the acquired vessels
from Torch are included in historical combined statements of operations since the acquisition date
of August 31, 2005.
. Also, in late 2005 and early 2006, DVR acquired the diving and shallow water pipelay business
of Acergy for an aggregate purchase price of $124.3 million.
Note on proforma financial statements
"The operating results of the assets acquired from Acergy during 2005 are included in the
historical combined statements of operations since the acquisition date of November 1, 2005."
"Unaudited pro forma combined financial data as of and for the year ended December 31, 2005 do
not include the results of operations of the assets acquired from Torch prior to their acquisition in
August 2005 because this transaction did not qualify as a "business combination" under FASB
Statement No. 141"
Business
. Marine contractor providing manned diving, pipelay and pipe burial services to the offshore oil
and natural gas industry.
. Based on the size of the fleet, DVR believes that it is the market leader in the diving support
business, which involves services such as construction, inspection, maintenance, repair and
decommissioning of offshore production and pipeline infrastructure, on the Gulf of Mexico Outer
Continental Shelf, or OCS.
. Also provide these services directly or through partnering relationships in select international
offshore markets, such as the Middle East (United Arab Emirates, Oman, Egypt and Saudi Arabia)
and Trinidad.
Spin of Helix Energy Solutions Group, Inc. (NYSE: HLX, $3.3 billion market cap)
. Direct, wholly owned subsidiary of Helix Energy Solutions Group, Inc., a diversified energy
services company. On March 6, 2006, the parent company changed its name from Cal Dive
International, Inc. to Helix Energy Solutions Group, Inc., at which time it passed the Cal Dive
International, Inc. name to DVR.
. Upon completion of this offering, DVR will be the successor to all of Helix's shallow water
marine contracting business. At this time, Helix will directly own 61,506,691 of DVR's
outstanding shares of common stock, representing approximately 73.5% of the total voting power
of common stock
Fleet
. Based in Houston, Texas, we currently own and operate a diversified fleet of 26 vessels,
including 23 surface and saturation diving support vessels as well as three shallow water pipelay
vessels.
. DVR believes that its fleet of diving support vessels is the largest in the world.
. Customers include major and independent oil and natural gas producers, pipeline transmission
companies and offshore engineering and construction firms.
Business indicators
. The primary leading indicators DVR relies upon to forecast the performance of our business are
crude oil and natural gas prices and drilling activity on the Gulf of Mexico OCS, as measured by
mobile offshore rig counts.
. Demand for our services generally lags successful drilling activity by six to 18 months.
Period comparisons
Revenues
. For the nine months ended September 30, 2006, our revenues increased 193% to $372.9 million,
compared to $127.2 million for the nine months ended September 30, 2005.
. This increase was primarily a result of the Torch and Acergy acquisitions in the third and fourth
quarters of 2005, respectively.
. Revenues derived from assets purchased in these acquisitions were $173.6 million in the first
three quarters of 2006.
. In addition, the increase was due to improved market demand, much of which was the result of
infrastructure damages caused by recent hurricanes in the Gulf of Mexico.
. This resulted in significantly improved utilization rates (95% in the first three quarters of 2006 as
compared to 71% in the same period of 2005) and an overall increase in pricing for services.
Gross profit.
. Gross profit for the nine months ended September 30, 2006 increased 335% to $168.9 million,
compared to $38.9 million for the nine months ended September 30, 2005.
. This increase was attributable to additional gross profit derived from the Torch and Acergy
acquisitions, improved utilization rates and increased average contract pricing.
. Gross profit derived from assets purchased in these acquisitions was $87.4 million in the first
three quarters of 2006.
. Gross margins increased to 45% for the nine months ended September 30, 2006 from 31% in the
first three quarters of 2005 due to the factors noted above.
Competitors
Diving services
. Principal competitors for diving services include Global Industries, Ltd., Tetra Technologies Inc.
(through its wholly owned subsidiary, Epic Divers & Marine, L.L.C.) and Oceaneering
International, Inc., as well as a number of smaller companies that often compete solely on price
. Based on the size of DVR's fleet, it is the largest saturation and surface diving service provider
on the Gulf of Mexico OCS.
Shallow water pipelay services
. Principal competitors for shallow water pipelay services on the Gulf of Mexico OCS include
Global Industries, Horizon Offshore, Inc. and several independent companies.
. Other foreign-based marine contractors have either positioned, or announced their intention to
deploy, certain vessels, equipment and personnel to perform services on the Gulf of Mexico OCS
in response to demand for hurricane-related repair projects.
Employees
As of October 31, 2006, had approximately 1,200 employees,
Use of $307mm in IPO proceeds
. All of the net proceeds to Helix as a dividend.
. Spin of Helix Energy Solutions Group, Inc. (NYSE: HLX, $3.3 billion market cap)
==============================
Carrols Restaurant	TAST, C+, 6
franchise restaurant operator						Post-IPO shrs: 21.6mm
Syracuse, New York	2003	2004	2005	Sept 05*	Sept 06**	IPO Mkt
Rev ($mm)	$645	$698	$707	$533	$563	Cap (mm)
Cost of Sales %	28%	29%	29%	29%	28%	$324
Profit (loss) ($mm)	$1	($8)	($4)	($5)	$10	@$15
Profit (loss) %	0%	-1%	-1%	-1%	2%
				*nine months ended Sept 30, 2005
				**nine months ended Sept 30, 2006
VALUATION RATIOS	IPO Mrkt	Price /	Price /	Price /	Price /	% offered
	Cap (mm)	Sales	Earnings	BookValue	TangibleBV	in IPO
Carrols RestaurantTAST	$324	0.4	25	-18.0	-1.4	69%
SCORECARD		Mgt	Market	Market Do-	Proprie-	Total
1-5, 5 is high			Growth	mination	tary	rating
20 is perfect		2	1	2	1	6
Summary
. Large restaurant chain
. Recently turned profitable
. Shareholders selling 2/3 of the shares
. Proceeds to repay debt
. Still highly leveraged in terms of debt
Business
. One of the largest restaurant companies in the United States operating three restaurant brands in
the quick-casual and quick-service restaurant segments with 542 restaurants located in 16 states as
of September 30, 2006.
. Own and operate two Hispanic restaurant brands, Pollo Tropical and Taco Cabana (together
referred to by us as our Hispanic Brands), which we acquired in 1998 and 2000, respectively.
. Also is the largest Burger King franchisee, based on the number of restaurants, and have operated
Burger King restaurants since 1976.
. As of September 30, 2006, company-owned restaurants included 73 Pollo Tropical restaurants
and 141 Taco Cabana restaurants, and TAST operated 328 Burger King restaurants under
franchise agreements.
. Also franchises Hispanic Brand restaurants with 29 franchised restaurants located in Puerto Rico,
Ecuador and the United States as of September 30, 2006
. Primary growth strategy is to develop new company-owned Hispanic Brand restaurants
Competition
. Pollo Tropical's competitors include national chicken-based concepts, such as Boston Market
and KFC, and regional chicken-based concepts, as well as quick-service hamburger restaurant
chains and other types of quick-casual restaurants.
. Taco Cabana's restaurants, although part of the quick-casual segment of the restaurant industry,
compete in Texas, Oklahoma and New Mexico with quick-service restaurants, including those in
the quick-service Mexican segment such as Taco Bell, other quick-casual restaurants and
traditional casual dining Mexican restaurants.
. Burger King restaurants competed with McDonald's and Wendy's restaurants. According to
Technomic, McDonald's restaurants had aggregate U.S. system-wide sales of $25.6 billion for the
year ended December 31, 2005 and operated 13,727 restaurants in the United States at that date,
and Wendy's restaurants had aggregate system-wide sales of $7.7 billion for the year ended
December 31, 2005 and operated 6,018 restaurants in the United States at that date.
Employees
As of September 30, 2006, employed approximately 16,300 persons
Use of $76mm in IPO proceeds from sale from 5.7mm shares
(shareholders intend to sell 9.3mm shares
Repay $76.0 million of debt
==============================
DCT Industrial	DCT, C, 6
REIT						Post-IPO shrs: 191mm
Denver, CO			proforma	2005	Sept 06**	IPO Mkt
Rev ($mm)				$250	$188	Cap (mm)
Profit (loss), continuing ops				($10)	($4)	$2,865
Profit (loss) %				-4%	-2%	@$15
Funds from operations ($mm)				$100	$76
Funds from operations (%)				40%	40%
				**nine months ended Sept 30, 2006
VALUATION RATIOS	IPO Mrkt	Price /	Price /	Price /	Price /	% offered
	Cap (mm)	Sales	Earnings	BookValue	TangibleBV	in IPO
DCT Industrial (DCT)	$2,865	11.4	-597	2.4	2.4	7%
SCORECARD		Mgt	Market	Market Do-	Proprie-	Total
1-5, 5 is high			Growth	mination	tary	rating
20 is perfect		2	1	2	1	6
Summary
. REIT which operates & develops
. Plans on distributing most of the taxable net income
. However, taxable net income isn't visible, especially for this kind of RET
Business
. REIT specializing in the ownership, acquisition, development and management of bulk
distribution and light industrial properties located in 23 of the highest volume distribution markets
in the United States.
. In addition, manages, and owns interests in, industrial properties through DCT's institutional
capital management program.
Distribution Policy
Intends to make regular quarterly distributions of all or substantially all net taxable income to
holders of common stock.
Properties
. As of September 30, 2006, owned interests in 388 industrial real estate buildings consisting of
233 bulk distribution properties, 113 light industrial properties and 42 service center or flex
properties totaling 60.4 million rentable square feet.
. Portfolio of consolidated operating properties consists of interests in 374 industrial properties
totaling 55.0 million rentable square feet that were 92.9% occupied as of September 30, 2006.
. In addition, as of September 30, 2006, had majority interests in four consolidated development
properties, a 20% interest in six unconsolidated properties in an institutional joint venture and
investments in four development joint venture properties.
. Currently owns 115 acres of land as well as options to acquire approximately 75 acres of land
that DCT believes can support, in the aggregate, approximately 2.8 million rentable square feet of
new industrial development.
. Additionally, through a recently established SCLA joint venture described herein, DCT controls
up to 4,350 acres of land located in the Inland Empire submarket of the Southern California
industrial real estate market through master development agreements with a term of up to 13 years.
Phase one of the SCLA project involves 344 acres DCT plans to acquire in 2006 that DCT
believes can accommodate up to 6.5 million rentable square feet of industrial development. DCT
anticipate starting construction of between 1.5 million and 2.0 million rentable square feet within
the next 12 to 18 months.
SCLA Joint Venture
. In July 2005, DCT entered into a joint venture agreement, which was amended and restated in
October 2006, with Stirling Airports International, LLC, or Stirling, to be the master developer of
up to 4,350 acres in Victorville, California, part of the Inland Empire submarket of the Southern
California industrial real estate market.
. While our exact interest in the joint venture will depend on the amount of capital DCT
contributes and the timing of contributions and distributions, the SCLA joint venture contemplates
an equal sharing between DCT and Stirling of residual profits after all priority distributions.
. The development project resulted from the closure of George Air Force Base in 1992 and is
known as Southern California Logistics Airport, or SCLA.
. SCLA is controlled by two development authorities: the Southern California Logistics Airport
Authority and the Southern California Logistics Rail Authority, which DCT refers to collectively
as the Authorities. SCLA is part of the approximately 60,000 acre Victor Valley Economic
Development Authority.
. Stirling entered into two master development agreements to be the exclusive developer of SCLA
for the next 13 years (including extensions) and assigned to the SCLA joint venture its rights
related to the 4,350 acres designated primarily for industrial development.
Use of $166mm in IPO proceeds
. DCT will contribute the net proceeds of this offering to its operating partnership in exchange for
OP units.
. DCT's operating partnership will subsequently use the net proceeds received from DCT to repay
debt
==============================
Double-Take Software	DBTK, C+, 7
data protection software						Post-IPO shrs: 20.5mm
Southborough, MA	2003	2004	2005	Sept 05*	Sept 06**	IPO Mkt
Rev ($mm)	$24	$30	$41	$29	$42	Cap (mm)
Gross Profit %	79%	87%	88%	90%	86%	$205
Profit (loss) ($mm)	($8)	($7)	($4)	($1)	$5	@$10
Profit (loss) %	-32%	-24%	-9%	-4%	12%
				*nine months ended Sept 30, 2005
				**nine months ended Sept 30, 2006
VALUATION RATIOS	IPO Mrkt	Price /	Price /	Price /	Price /	% offered
	Cap (mm)	Sales	Earnings	BookValue	TangibleBV	in IPO
Double-Take Soft DBTK	$205	3.7	30	5.8	6.4	37%
SCORECARD		Mgt	Market	Market Do-	Proprie-	Total
1-5, 5 is high			Growth	mination	tary	rating
20 is perfect		2	2	2	1	7
Compare & contrast -- annualizing last 2 qtrs for CVLT, 3 qtrs for DBTK
VALUATION RATIOS	IPO Mrkt	Price /	Price /	Price /	Price /	Price
	Cap (mm)	Sales	Earnings	BookValue	TangibleBV	Dec 15
CommVault (CVLT)*	$819	6.8	53	51	51	$19.65
Double-Take Soft (DBTK)	$260	4.6	37	6.5	144	$12.66
*Net income before 'Preferred Stock And Other Adjustments' which are non-recurring
Summary
. High gross margin
. Recently turned profitable
. Upward sales momentum
Business
. Develops, sells and supports affordable software that reduces downtime and protects data for
business-critical systems.
. DBKT believes it is the leading supplier of replication software for Microsoft server
environments.
. By loading DBTK's software onto servers running current Windows operating systems,
organizations of any size can maintain an off-site standby server with replicated data, providing
rapid recovery in the event of a disaster.
. DBKT estimates that it has sold licenses for 100,000 copies of Double-Take to more than 10,000
customers.
. In 2005, the median price of sales of Double-Take software licenses to customers was
approximately $4,000 and the average sales cycle was less than three months.
Nine Months Ended September 30, 2006
Compared to Nine Months Ended September 30, 2005
Revenue
. Total revenue increased $12.9 million, or 45%, from $28.9 million in the nine months ended
September 30, 2005 to $41.8 million in the nine months ended September 30, 2006.
. Of the total revenue in the 2006 nine-month period, 94% was attributable to sales to or through
distribution partners, which was an increase from 90% of total revenue attributable to sales to or
through distribution partners in the 2005 nine-month period.
. Of total revenue in the 2006 nine-month period, 6% was attributable to direct sales to end users, a
decrease from 10% of total revenue attributable to end users in the 2005 nine-month period.
Software License Revenue
. Software revenue increased $7.9 million, or 43%, from $18.3 million in the 2005 nine-month
period to $26.2 million in the 2006 nine-month period.
. The increase in software revenue was due to increased volume of $1.9 million resulting from
broader demand for, and acceptance of, software, $1.1 million due to the release of the new
product Double-Take for Virtual Systems, $1.8 million due to a price increase that was effective
on August 1, 2005 and $3.1 million from Double-Take EMEA sales from May 24 through
September 30, 2006.
Net Income (Loss)
. Net income increased from a loss of $1.2 million in the 2005 nine-month period to income of
$5.0 million in the 2006 nine-month period.
. This increase is related to revenue growth of 45% from the 2005 nine-month period while
operating expenses have increased by only 15% in the same period.
. This increase was the result of continued focus on expense control and continuing to leverage the
existing sales force and partners to generate incremental revenue.
Acquisition
. On May 23, 2006, DBTK completed the acquisition of Sunbelt System Software S.A.S., which is
now known as Double-Take Software S.A.S., or Double-Take EMEA.
. From 1998 through the acquisition date, Double-Take EMEA was the principal or exclusive
distributor of DBTK's software in our European, Middle Eastern and African markets and a
certified Double-Take training organization.
. Sales of DBTK's software and related services generated 93% of Double-Take EMEA's revenue
in 2005.
. The acquisition of Double-Take EMEA has provided DBTK with a direct presence in the
European, Middle Eastern and African markets, the opportunity to further our strategic initiative to
increase revenue generated outside of the United States, and opportunities for improved margins
. The inclusion of Double-Take EMEA's assets and operations in the business since May 23,
2006 has contributed to a significant increase in the size of the business.
Competition
. Primary competitors include EMC (Legato), Neverfail, Symantec (Veritas) and CA, Inc.
(XOsoft).
. All competitors offer a variety of data protection and recovery solutions, some of which may
offer features that DBTK does not offer or have more attractive pricing
Use of $43.5 in IPO proceeds from sale of 5mm shares
(shareholders intend to sell 2.5mm shares)
. $33.3 million for working capital and other general corporate purposes.
. In addition, expects to use $10.2 million to fund a mandatory payment to the holders of our
Series B convertible preferred stock in connection with the conversion of all of the outstanding
shares of our Series B convertible preferred stock immediately before the completion of the
offering.
==============================
Genesis Lease Limited	GLS, C+, 6
aircraft lessor						Post-IPO shrs: 31.1mm
Limerick, Ireland				2005	Sept 06**	IPO Mkt
Rental Rev ($mm)				$160	$125	Cap (mm)
Profit (loss) ($mm)				$34	$27	$689
Profit (loss) %				21%	22%	@$22
EBIDTDA ($mm)				$146	$112
EBIDTDA %				91%	90%
# of aircraft (end of period)				41	41
# of leases (end of period)				30	30
*12% tax rate				**nine months ended Sept 30, 2006

VALUATION RATIOS	IPO Mrkt	Price /	Price /	Price /	Price /	% offered
	Cap (mm)	Sales	Earnings	BookValue	TangibleBV	in IPO
Genesis Lease (GLS)	$689	4.1	19	1.4	1.4	89%
SCORECARD		Mgt	Market	Market Do-	Proprie-	Total
1-5, 5 is high			Growth	mination	tary	rating
20 is perfect		2	2	1	1	6
Note:
An affiliate of GE has agreed to purchase from GLS, in a private placement exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933 that will be consummated
concurrently with this offering, 3,450,000 ADSs at a price per share equal to the initial public
offering price.
Summary
. A financial transaction
. Creates a public company while simultaneously providing a buyer for 41 of GE's planes
Dividend policy
. Policy is to pay a quarterly dividend of $.47 per share
. Annualized rate at price range mid-point of $22 is 8.5%
Business
. Newly organized company formed to acquire and lease commercial jet aircraft and other aviation
assets. Formed at the direction of GECAS to acquire an Initial Portfolio from affiliates of GE and
to develop an independent aircraft leasing business.
. Aircraft are leased under long-term contracts to a diverse group of airlines throughout the world.
Strategy is to grow the portfolio through accretive acquisitions of aircraft, while paying regular
quarterly dividends to shareholders.
. Intends to leverage the worldwide platform of GE Commercial Aviation Services Limited, or
GECAS, to service the portfolio of leases, allowing management to focus on executing our growth
strategy.
Initial portfolio
. Will acquire the initial portfolio of 41 commercial jet aircraft from affiliates of GE with the net
proceeds of this offering, a concurrent private placement of shares to GE and an $810 million
aircraft lease securitization.
. As of September 30, 2006, the weighted average age of the initial portfolio aircraft was 5.5 years,
and the weighted average remaining lease term was 5.9 years
. 38 of the 41 leases in the Initial Portfolio are subject to fixed rental rates.
. Leases are scheduled to expire between 2008 and 2017
Competition
As the exclusive servicer of GLS aircraft, GECAS competes in leasing, re-leasing and selling GLS
aircraft with other aircraft leasing companies, including ILFC, AerCap, Aircastle, Aviation Capital
Group, AWAS, Babcock & Brown, Boeing Capital, CIT Aerospace, GATX Air, Pegasus
Aviation, RBS Aviation Capital and Singapore Aircraft Leasing Enterprise.
Use of $581mm in IPO proceeds plus $76mm in a concurrent private placement
with GE at the offering price)
> The purchase price for the Initial Portfolio will be determined based on the initial public offering
price in this offering, and will not be based upon a valuation of such assets.
> The purchase price will be equal to the sum of:
o net proceeds from thes offering (estimated at $580.7 million), plus
o proceeds from the sale of shares to an affiliate of GE in the concurrent private placement
(estimated at $75.9 million), plus
o net proceeds of $804.5 million from the securitization, after deducting the initial purchasers'
discount and fees, minus
o $12.0 million to pay expenses related to the formation, this offering and the securitization,
minus
o a $20.0 million cash balance that will be retained for general corporate purposes
==============================
Guidance Software	GUID, B-, 8
forensic software						Post-IPO shrs: 22mm
Pasadena, CA	2003	2004	2005	Sept 05*	Sept 06**	IPO Mkt
Rev ($mm)	$18	$28	$40	$27	$39	Cap (mm)
Gross Profit %	62%	64%	70%	70%	71%	$297
Sales & Marketing %	36%	39%	41%	41%	49%	@$13.5
Profit (loss) ($mm)	($1.6)	($0.8)	$1.5	$1.1	($2.3)
Profit (loss) %	-9%	-3%	4%	4%	-6%
				*nine months ended Sept 30, 2005
				**nine months ended Sept 30, 2006
VALUATION RATIOS	IPO Mrkt	Price /	Price /	Price /	Price /	% offered
	Cap (mm)	Sales	Earnings	BookValue	TangibleBV	in IPO
Guidance Soft (GUID)	$297	5.7	-97	8.9	8.9	23%
SCORECARD		Mgt	Market	Market Do-	Proprie-	Total
1-5, 5 is high			Growth	mination	tary	rating
20 is perfect		2	2	2	2	8
Summary
. Top line revenue increases, gross margin stable at 70%
. Recent loss due to a major increase in sales & marketing budgets
. Sales & marketing expense increased 74% comparing Sept 30 nine months,
based on a new product introduction & supporting existing products
. Conservative accounting policy for sales & marketing expenses: expense immediately, account for
revenue over the lifetime of the software license
. GUID believes no single company competes across all of its markets
Business
. Software solutions for digital investigations, including EnCase® Enterprise, a network-enabled
product primarily for large corporations and government agencies, and EnCase® Forensic, a
desktop-based product primarily for law enforcement agencies.
. The EnCase® Enterprise customer base currently includes more than 95 of the Fortune 500
. GUID has deployed 24,000 units of EnCase® Forensic software to more than 1,000 government
and law enforcement agencies and other customers worldwide.
Comparison of the Nine Months Ended September 30, 2006 and 2005
Revenues
Revenues were $39.4 million for the nine months ended September 30, 2006 compared to $27.2
million for the nine months ended September 30, 2005, an increase of $12.2 million or 44.9%.
. Product revenue was $22.4 million for the nine months ended September 30, 2006 compared to
$15.4 million for the nine months ended September 30, 2005, an increase of $7.0 million or
44.8%. The increase in product revenue was a result of increased selling and marketing efforts,
and a significant increase in head count of commissioned sales personnel.
. In addition, in late 2005 GUID introduced the eDiscovery Suite, which has substantially
increased the average transaction size, although the number of eDiscovery Suite transactions has
been limited.
. The first two quarters of each fiscal year is typically the period of lowest product sales due to the
seasonal budgetary cycles of customers. The third quarter is seasonally the strongest sales quarter
due to federal government customers.
Services and maintenance revenues
. Were $17.0 million for the nine months ended September 30, 2006 compared to $11.7 million for
the nine months ended September 30, 2005, an increase of $5.3 million or 45.1%.
. Services revenue grew by $2.6 million as a result of increased consulting revenue of $1.9 million
and increased software implementation revenue of $0.6 million as well as increased training
revenue of $0.1 million.
. In addition, maintenance revenue grew by $2.1 million as a result of increased new product sales
and increases in maintenance renewal rates.
Selling & Marketing Costs
Selling & Marketing Costs, up 74% for the first nine months
Significan accounting policy--expense immediately, receive revenue over license period
. Although GUID expenses its sales commissions at the time the related sale is invoiced to the
client, revenues from EnCase® Forensic product, Premium License Support Program and
consulting, maintenance and implementation are recognized over the relevant performance orver
license period.
. Accordingly, GUID generally experiences a delay between increased selling and marketing
expenses and the recognition of a portion of the corresponding revenue.
. GUID expects significant increases in selling and marketing expenses as it hires additional
selling and marketing personnel and increase the level and scope of selling activities.
More on increases in sales & marketing
. Selling and marketing expenses increased to $19.2 million for the nine months ended September
30, 2006 compared to $11.1 million for the nine months ended September 30, 2005, an increase of
$8.1 million or 74.0%.
. Selling and marketing expenses increased to $19.2 million for the nine months ended September
30, 2006 compared to $11.1 million for the nine months ended September 30, 2005, an increase of
$8.1 million or 74.0%.
. The increase was primarily attributable to an increase in selling and marketing compensation
expense for marketing personnel and commissioned sales representatives of $4.4 million,
combined with an increase in travel expenses of $0.7 million and an increase in costs of $1.3
million associated with Computer and Enterprise Investigations Conference ("CEIC®") and other
tradeshows.
. In addition, facilities costs and other overhead costs increased by $0.7 million.
. Selling and marketing head count increased from 80 to 118 at the respective period ends.
. Selling and marketing expenses as a percentage of revenue increased to 48.9% for the nine
months ended September 30, 2006 from 40.7% for the nine months ended September 30, 2005,
primarily due to the hiring of new selling and marketing personnel who typically require several
quarters to generate corresponding increases in revenue and bearing, for the first time, all costs
associated with CEIC®, which in prior years was co-hosted.
EnCase® software solutions:
o Enable enterprise-class digital investigations
GUID's software is designed to conduct enterprise-class digital investigations that operate across
complex and heterogeneous network environments that can comprise up to hundreds of thousands
of servers, desktops and laptops.
o Lower the cost of digital investigations
GUID's software lowers the cost of conducting digital investigations by automating processes that
are typically done by outside consultants, enabling our customers to internalize digital
investigation tasks, such as responding to eDiscovery requests and investigating corporate policy
violations or IT security breaches.
o Discover concealed data
GUID's software enables comprehensive digital investigations by discovering deleted or
concealed data. Using EnCase® software, customers are able to collect data from sectors on the
hard drive in a raw format and analyze the entire accessible hard drive, including all files and
obscure areas.
o Minimize disruption
EnCase® software architecture enables customers to easily access the servers, desktops or laptops
across their entire network from a single, centralized console. This enables our customers to
minimize any disruption to business and to preserve the confidentiality of any digital
investigation, even from the persons whose computers are being searched.
o Preserve data for use in court
EnCase® software, which is the recognized standard for digital investigations in the legal
community, collects data in a forensically-sound manner in order for it to be used as evidence in
court. Since its introduction in 1998, EnCase® software has been used in thousands of criminal
and civil cases, including a number of recent high profile criminal cases such as the Scott Peterson
murder case and the BTK killer case.
eDiscovery Suite released in late 2005
. The release of the eDiscovery Suite in late 2005 has increased the average transaction size,
although the number of eDiscovery Suite transactions has been limited.
. On an ongoing basis, GUID anticipates that sales of its EnCase® Enterprise products and related
services, in particular the eDiscovery Suite solution, will comprise a substantial portion of future
revenues.
Competition
GUID says that while no single company competes with GUID across all of markets, it faces
significant competition in each of the core markets in which GUID operates. Principal
competitors include:
o computer forensic companies that develop forensic tools that compete with GUID's EnCase®
Forensic product;
o managed security services companies which offer managed incident response services which
compete against GUID's incident response services; and
o consulting companies, such as the Big 4 consulting/accounting firms and Kroll Ontrack, that
offer consulting services for traditional digital investigations and eDiscovery in place of
implementing a packaged software solution.
Principal indirect competitors include:
o traditional security companies such as McAfee and Symantec, that offer blocking and monitoring
technologies for incident response;
o storage infrastructure companies, such as EMC, ZANTAZ and Symantec, which advertise some
eDiscovery capabilities to complement their core product offerings around content management,
e-mail archiving and storage software;
o internal IT organizations that develop their own security systems; and
o providers of corporate insurance to the Global 2000, whose policies permit and pay for the use of
consulting or other services to defend against a specific case but not the purchase of products or
software to enhance the overall digital investigative capability for the company.
Use of $37mm in IPO proceeds from sale of 3.25mm shares
(shareholders intend to sell 1.75mm shares)
o expansion of domestic and international sales and marketing organizations, which may include
increasing the number of direct sales personnel, expanding reseller and other sales relationships
with third-parties and investing in advertising and marketing activities to increase brand
awareness;
o further development of product offerings, which may include increasing the number of software
engineering and quality assurance personnel; and
o pursuit of other corporate opportunities that may arise in the future, including possible
acquisitions of complementary businesses, technologies or other assets.
. In addition, may use a portion of the net proceeds together with our existing cash balances to
fund a final distribution to existing pre-IPO stockholders
==============================
IPG Photonics	IPGP, B-, 7
fiber lasers & amplifiers for commncatn						Post-IPO shrs: 43.5mm
Oxford, MA	2003	2004	2005	Sept 05*	Sept 06**	IPO Mkt
Rev ($mm)	$34	$61	$97	$62	$101	Cap (mm)
Gross Profit %	-14%	30%	35%	33%	43%	$631
Profit (loss) ($mm)	($3)	$2	$7	$4	$13	@$14.5
Profit (loss) %	-8%	3%	8%	6%	12%
				*nine months ended Sept 30, 2005
				**nine months ended Sept 30, 2006
VALUATION RATIOS	IPO Mrkt	Price /	Price /	Price /	Price /	% offered
	Cap (mm)	Sales	Earnings	BookValue	TangibleBV	in IPO
IPG Photonics (IPGP)	$631	4.7	36	5.0	5.0	21%
SCORECARD		Mgt	Market	Market Do-	Proprie-	Total
1-5, 5 is high			Growth	mination	tary	rating
20 is perfect		2	2	2	1	7
Summary
. Top line revenue increases accompanied by significant gross margin increase
. IPGP believes that it is the only fiber laser manufacturer that sells industrial-grade continuous
wave fiber lasers with output power levels of over 500 watts.
. However, expects increased competition from fiber laser manufacturers or alternative solid state technologies
Business
. IPGP believes it is the leading developer and manufacturer of a broad line of high-performance fiber
lasers for diverse applications in numerous markets. Since founding in 1990, has pioneered the
development and commercialization of optical fiber-based lasers.
. IPGP's diverse lines of low, mid and high-power lasers and amplifiers are used in materials
processing, communications, medical and advanced applications
Comparison of Nine Months Ended September 30, 2006
to Nine Months Ended September 30, 2005
Net sales
. Net sales increased by $38.9 million, or 62.5%, to $101.1 million in the nine months ended
September 30, 2006 from $62.2 million in the nine months ended September 30, 2005.
. This increase was primarily attributable to a higher volume of sales of fiber lasers in materials
processing applications, where net sales increased by $34.7 million or by 89.1% of the total
increase in net sales.
. Medical applications accounted for 5.8% of the total increase in net sales.
. The growth in net sales resulted primarily from increased market acceptance of high-power fiber
lasers and the continued growth in sales of low and medium-power fiber lasers for materials
processing. Net sales growth was also driven by increases in sales in the medical market for
aesthetic applications.
Cost of sales and gross margin
. Cost of sales increased by $16.2 million, or 38.8%, to $58.0 million in the nine months ended
September 30, 2006 from $41.8 million in the nine months ended September 30, 2005, as a result
of the increased sales volume.
. Gross margin increased to 42.7% in the nine months ended September 30, 2006 from 32.9% in
the nine months ended September 30, 2005 because of a reduction in the cost of internally
manufactured optical components, including semiconductor diodes, more favorable absorption of
fixed manufacturing costs as a result of higher production volumes and, to a lesser extent, a shift
in product mix including increased sales of higher-margin low and mid-power fiber lasers and
reduced sales of certain types of lower-margin fiber amplifiers.
New generation of lasers
. Fiber lasers are a new generation of lasers that combine the advantages of semiconductor diodes,
such as their long life and high efficiency, with the high amplification and precise beam qualities
of specialty optical fibers to deliver superior performance, reliability and usability at a generally
lower total cost of ownership compared to CO2 and crystal lasers.
. IPGP products are displacing traditional lasers in many current applications and enabling new
applications for lasers.
. Vertically integrated operations allow IPGP to rapidly develop and integrate advanced products,
protect proprietary technology and ensure access to critical components while reducing
manufacturing costs
Sales & distribution
. IPGP sells products globally to original equipment manufacturers, or OEMs, system integrators
and end users.
. Markets products internationally primarily through a direct sales force and also through
agreements with independent sales representatives and distributors.
. Has sales offices in the United States, Germany, Italy, United Kingdom, Japan, South Korea,
India and Russia.
Employees
As of September 30, 2006, had 1,000 full-time employees
Competition
> Materials processing market
. Competes with makers of high-power conventional CO2 and solid-state lasers, including Lasag
Ltd., Rofin-Sinar Technologies, Inc., and Trumpf Inc., and makers of mid and low-power
conventional CO2 and solid-state lasers such as Coherent, Inc., GSI Group Inc., Newport
Corporation and Rofin-Sinar Technologies, Inc.
. Also competes with fiber laser makers including Keopsys SA, Mitsubishi Cable Industries, Ltd.,
Miyachi Unitek Corporation, MPB Communications Inc., SPI Lasers plc and JDS Uniphase
Corporation for low and/or mid-power lasers.
In addition
. IPGP believes that it is the only fiber laser manufacturer that sells industrial-grade continuous
wave fiber lasers with output power levels of over 500 watts.
. IPGP says that while it is currently a technology and price leader in fiber lasers and has a large
share of the fiber laser market as compared to competitors that make fiber lasers, IPGP expects
competition from established laser makers that may have started or may start programs to develop
and sell fiber lasers or alternative new solid state laser technologies.
> Because many of the components required to develop and produce low-power fiber lasers are
becoming increasingly available, barriers to entry are decreasing, and IPGP expects new
competitive products to enter the market. For example, several well-established conventional laser
manufacturers are known to be interested in developing and licensing technology for fiber lasers.
> Communications market
. Principal competitors are manufacturers of high-power fiber amplifiers and DWDM systems,
such as Avanex Corporation, Bookham Inc., the Scientific-Atlanta division of Cisco Systems, Inc.
(Scientific-Atlanta), Emcore Corporation, JDS Uniphase Corporation and MPB Communications
Use of $82mm in IPO proceeds from sale of 6.24mm shares
(shareholders intend to sell 2.76mm shares)
. To repurchase series B warrants, to repay debt
. For general corporate purposes, which may include working capital, expansion of manufacturing
facilities, purchases of equipment and expansion of our applications development and service
capabilities
==============================
Isilon Systems	ISLN, C, 7
digital content clustered storage sys						Post-IPO shrs: 60.5mm
Seattle, WA	2003	2004	2005	Sept 05*	Sept 06**	IPO Mkt
Rev ($mm)	$1	$8	$21	$12	$42	Cap (mm)
Gross Profit %	33%	45%	45%	40%	52%	$545
Profit (loss) ($mm)	($8)	($13)	($19)	($15)	($15)	@$9
Profit (loss) %	-638%	-162%	-91%	-122%	-36%
				*nine months ended Sept 30, 2005
				**nine months ended Sept 30, 2006
VALUATION RATIOS	IPO Mrkt	Price /	Price /	Price /	Price /	% offered
	Cap (mm)	Sales	Earnings	BookValue	TangibleBV	in IPO
Isilon Systems (ISLN)	$545	9.7	-27	7.2	7.2	14%
SCORECARD		Mgt	Market	Market Do-	Proprie-	Total
1-5, 5 is high			Growth	mination	tary	rating
20 is perfect		2	2	2	1	7
Compare & contrast
VALUATION RATIOS	IPO Mrkt	Price /	Price /	Price /	Price /	Price
	Cap (mm)	Sales	Earnings	BookValue	TangibleBV	Dec 15
Network Appliance (NTAP)	$15,310	6.1	57	7.8	10.8	$41.60
Riverbed Tech (RVBD)	$1,950	25.8	-109	18.4	18.4	$29.71
Isilon Systems (ISLN)	$1,384	24.7	-69	169	786	$22.87
Summary
. Significant top line revenue growth
. Gross margin increased to 52% for the nine months ended Sept 3, 2006
. Still losing significant amounts of money
Business
. ISLN believes it is the leading provider of clustered storage systems for digital content, based on
customer adoption, breadth of product offerings and technology capabilities.
Market need
. As more information is recorded and communicated in images and pictures rather than text and
words, the volume of digital content - which includes video, audio, digital images, computer
models, PDF files, scanned images, reference information, test and simulation data and other
unstructured data - is growing rapidly.
. Enterprises are utilizing this digital content to create new products and services, generate new
revenue streams, accelerate research and development cycles and improve their overall
competitiveness.
Worldwide market
External disk storage systems
The worldwide market for external disk storage systems will grow from $17.4 billion in 2005 to
approximately $22.7 billion in 2010, according to estimates from a May 2006 market analysis
report by International Data Corporation, or IDC.
Dedicated storage systems to grow much faster
. The market for storage systems dedicated to digital content is estimated to grow at a much faster
rate. According to a January 2006 research report by the Enterprise Strategy Group, or ESG,
certain industries including multimedia, oil and gas, scientific research, healthcare, personal
Internet services and software development will experience rapid growth in file-based storage
capacity.
. For example, in disk-based digital archiving, which is one portion of the market ISLN systems
address, ESG forecasts that the demand for storage capacity will grow from 377 petabytes in 2005
to nearly 11,000 petabytes in 2010
. Representing a 96% compound annual growth rate, with the substantial majority of this stored
information comprised of unstructured content, such as office documents, web pages, digital
images and audio and video files.
ISLN's dedicated, clustered storage solution
. Recognizing the growth and importance of this type of data, ISLN designed and developed its
clustered storage systems specifically to address the needs of storing and managing digital content.
. ISLN systems are comprised of three or more nodes. Each node is a self-contained, rack
mountable device that contains industry standard hardware, including disk drives, a central
processing unit, or CPU, memory chips and network interfaces, and is integrated with ISLN's
proprietary OneFS® operating system software, which unifies a cluster of nodes into a single
shared resource.
. To date, ISLN has sold our clustered storage systems to more than 300 customers across a wide
range of industries.
Competition
. Primary competitors include large traditional networked storage vendors including EMC
Corporation, Hewlett-Packard Company, Hitachi Data Systems Corporation, International
Business Machines Corporation, Network Appliance, Inc. and Sun Microsystems, Inc.
. In addition, competes against internally developed storage solutions as well as combined third
party software and hardware solutions.
. Also, a number of new, privately held companies are currently attempting to enter ISLN's
market, some of which may become significant competitors in the future.
. Some of competitors, including EMC and Network Appliance, have made acquisitions of
businesses that allow them to offer more directly competitive and comprehensive solutions than
they had previously offered
Use of $67mm in IPO proceeds
. $10.1mm to repay debt
. Remaining net proceeds for working capital and other general corporate purposes, including
capital expenditures of $11.0 million in 2007 and expenditures for product development and
expanding manufacturing, engineering, operations, marketing and sales departments
==============================
MEDecision	MEDE, C+, 6
software/services for healthcare payers						Post-IPO shrs:15mm
Wayne, PA	2003	2004	2005	Sept 05*	Sept 06**	IPO Mkt
Rev ($mm)	$21	$28	$39	$24	$34	Cap (mm)
Gross Profit %	52%	54%	59%	56%	69%	$187
Operating income %	1.2%	2.6%	8.2%	2.2%	0.2%	@$12.5
Profit (loss) ($mm)	($0.5)	($0.0)	$2.2	($0.6)	($2.8)
Profit (loss) %	-2%	0%	6%	-3%	-8%
Includes loss on convertible stock options					$2.4
				*nine months ended Sept 30, 2005
				**nine months ended Sept 30, 2006
VALUATION RATIOS	IPO Mrkt	Price /	Price /	Price /	Price /	% offered
	Cap (mm)	Sales	Earnings	BookValue	TangibleBV	in IPO
MEDecision (MEDE)	$187	4.1	-50	5.2	8.0	37%
SCORECARD		Mgt	Market	Market Do-	Proprie-	Total
1-5, 5 is high			Growth	mination	tary	rating
20 is perfect		2	1	2	1	6
Summary
. Inconsistent profit history
. Limited market
Business
. Software, services and clinical content to healthcare payers that allow them to improve the
quality and affordability of healthcare provided to their members and increase their administrative
efficiency.
. MEDE's Collaborative Care Management solution analyzes data, automates payer workflow
processes and electronically connects payers, healthcare providers and patients, providing them
with a common view of the patient's health that helps to foster better clinical decision making.
Small market
MEDE operates in a relatively small market, where it has 56 of approximately 350 potential
customers
Competition
. MEDE's Integrated Medical Management suite competes with Landacorp, Inc., McKesson
Corporation and The TriZetto Group, Inc., each of which offer products that compete with one or
more modules in MEDE's suite of solutions
Use of $34.6mm in IPO proceeds from sale of 3.3mm shares
(shareholders intend to sell 2.2mm shares)
. $9.5 million to pay accrued preferred stock dividends
. Remaining proceeds for general corporate purposes, including working capital needs
==============================
NewStar Financial	NEWS, C+, 6
debt financing for mid-sized businesses						Post-IPO shrs: 33.5mm
Boston, MA			2005	Sept 05*	Sept 06**	IPO Mkt
Net interest income			$15.2	$8.8	$32.1	Cap (mm)
Net interest income after credit losses			49%	40%	79%	$535
Profit (loss) ($mm)			($6)	($6)	$5	@$16
Profit (loss) %			-39%	-65%	15%
				*nine months ended Sept 30, 2005
				**nine months ended Sept 30, 2006
VALUATION RATIOS	IPO Mrkt	Price /	Price /	Price /	Price /	% offered
	Cap (mm)	Sales	Earnings	BookValue	TangibleBV	in IPO
NewStar Financial NEWS	$535	12.5	82	1.5	1.5	33%
SCORECARD		Mgt	Market	Market Do-	Proprie-	Total
1-5, 5 is high			Growth	mination	tary	rating
20 is perfect		2	1	2	1	6
Summary
. Profitable for the nine months ended Sep 30, 2006
. Notice the jump in net interest income after credit losses. Is that ratio sustainable?
. Pricing at 1.5x book value
Business
. Commercial finance company that provides customized debt financing solutions to middle-
market businesses, mid-sized specialty finance companies, issuers of asset-backed and commercial
mortgage-backed securities, and commercial real estate borrowers.
. Principally focuses on the direct origination of loans and other debt products that meet risk and
return parameters.
. Direct origination provides direct access to customers' managements, enhances due diligence and
allows significant input into customers' capital structures and direct negotiation of transaction
Comparison of the Nine Months Ended September 30, 2006 and 2005
Interest income
. Interest income increased $57.9 million, from $19.1 million for the nine months ended
September 30, 2005 to $77.1 million for the nine months ended September 30, 2006.
. The increase was primarily due to growth in average interest earning assets of $755.6 million, as
well as an increase in the yield on average interest earning assets from 8.18% to 9.65% primarily
driven by an increase in prevailing interest rates, offset in part by a reduction in credit spreads.
Interest expense
. Interest expense increased $34.6 million, from $10.3 million for the nine months ended
September 30, 2005 to $45.0 million for the nine months ended September 30, 2006.
. The increase was primarily due to an increase in average borrowings of $664.9 million to fund
growth in interest earning assets, as well as an increase in our cost of borrowings.
. The increase in the cost of borrowings, from 5.41% to 6.53%, was primarily attributable to an
increase in LIBOR of approximately 1.3%, partially offset by negotiated lower borrowing spreads
on credit facilities and a greater reliance on lower cost term debt securitizations.
Net interest margin
. Net interest margin increased from 3.77% for the nine months ended September 30, 2005 to
4.02% for the nine months ended September 30, 2006.
. The increase in net interest margin was due to an increase in our net interest spread, partially
offset by an increase in debt to equity ratio.
. The net interest spread, the difference between gross yield on interest earning assets and the total
cost of interest bearing liabilities, increased from 2.78% to 3.11%.
Provision for credit losses
. The provision for credit losses increased from $5.3 million for the nine months ended September
30, 2005 to $6.6 million for the nine months ended September 30, 2006.
. The increase in the provision was primarily due to the growth and change in the mix of the loans
in the loan portfolio.
Three specialized lending groups
o Middle Market Corporate, which originates, structures and underwrites senior debt and, to a
lesser extent, second lien and mezzanine debt for companies with annual EBITDA typically
between $5 million and $50 million;
o Structured Products, which originates, structures and underwrites senior and subordinated debt
for mid-sized specialty finance companies with assets typically between $25 million and $250
million and invests in subordinated tranches of asset-backed securitizations; and
o Commercial Real Estate, which originates, structures and underwrites first mortgage debt and, to
a lesser extent, subordinated debt, primarily to finance acquisitions of real estate properties
typically valued between $10 million and $50 million and invests in subordinated tranches of
commercial mortgage-backed securitizations.
Portfolio
. As of September 30, 2006 the loan portfolio, consisted of 162 transactions that totaled
approximately $1.5 billion of funding commitments, representing $1.3 billion of balances
outstanding and $238.5 million of funds committed but undrawn.
. NEWS finances its loan portfolio through a combination of debt and equity.
Competition
Competes with a large number of financial services companies, including:
o specialty& commercial finance companies, including business development companies & REITs;
o private investment funds and hedge funds;
o national and regional banks;
o investment banks; and
o insurance companies.
Use of $161mm in IPO proceeds
. Repay $37.5mm in senior debt
. Pending the senior debt application of the net proceeds, NEWS intends to utilize the net proceeds
from this offering to repay short-term indebtedness under credit facilities or invest in short-term,
investment-grade, interest bearing securities
==============================
Obagi Medical Products	OMPI, C+, 7
topical skincare products						Post-IPO shrs: 22mm
Long Beach, CA	2003	2004	2005	Sept 05*	Sept 06**	IPO Mkt
Rev ($mm)	$49	$56	$65	$46	$55	Cap (mm)
Gross Profit %	84%	84%	82%	83%	84%	$305
Operating income %	37%	38%	32%	32%	20%	@$14
Profit (loss) ($mm)	$11.3	$14.1	$9.0	$6.5	$3.6
Profit (loss) %	23%	25%	14%	14%	7%
				*nine months ended Sept 30, 2005
				**nine months ended Sept 30, 2006
VALUATION RATIOS	IPO Mrkt	Price /	Price /	Price /	Price /	% offered
	Cap (mm)	Sales	Earnings	BookValue	TangibleBV	in IPO
Obagi Medical (OMPI)	$305	4.2	64	-80.3	-20.6	25%
SCORECARD		Mgt	Market	Market Do-	Proprie-	Total
1-5, 5 is high			Growth	mination	tary	rating
20 is perfect		2	2	2	1	7
Summary
. OMPI believes that the Nu-Derm Condition and Enchance System is the only clinically
proven, prescription-based, topical skin health system on the market that has been shown to
enhance the skin's overall health by correcting photo-damage at the cellular level, resulting in a
reduction of the visible signs of aging.
. In July 2006, OMPI launched the Nu-Derm Condition and Enhance System, for use in
conjunction with commonly performed cosmetic procedures including Botox injections.
. Resulting in an increase of GS&A % to 63% from 50%, and decline in the profit margin %
Business
. Specialty pharmaceutical company focused on the aesthetic and therapeutic skin health markets.
. Develops and commercialize prescription-based, topical skin health systems that enable
physicians to treat a range of skin conditions, including pre-mature aging, photo-damage,
hyperpigmentation, acne and soft tissue deficits, such as fine lines and wrinkles.
Nine months ended September 30, 2006
compared to nine months ended September 30, 2005
Selling, general and administrative, increased to 63% of sales, up from 50%
> OMPI expects selling, general and administrative expenses to decrease as a percentage of net
sales.
> Selling, general and administrative expenses increased $12.0 million to $34.9 million during the
nine months ended September 30, 2006, as compared to $22.9 million for the nine months ended
September 30, 2005. This increase is primarily due to the following:
(i) a $3.6 million increase due to the employment of additional employees during the nine months
ended September 30, 2006, as compared to the nine months ended September 30, 2005;
(ii) a $4.1 million increase in development costs related to our acne and elasticity product lines
and future product pipeline development;
(iii) a $2.2 million increase in expenses related to an anticipated initial public offering;
(iv) a $1.9 million increase in market research and promotion activity aimed towards targeting
physicians and patients;
(v) a one-time payment of $0.4 million to Dr. Zein Obagi, or Dr. Obagi, one of the principal
stockholders and one of our former officers and directors, under a non compete agreement;
(vi) a $0.2 million increase in new indication sales research and promotions;
(vii) a $0.2 million increase in sales and marketing volume driven activities; and
(viii) a $0.2 million increase in non-cash compensation expense due to the adoption of SFAS No.
123R on January 1, 2006, which was partially offset by a $0.8 million decline in Vitamin C
product development costs.
Current products
. Primary product is the Obagi Nu-Derm System, which OMPI believes is the only clinically
proven, prescription-based, topical skin health system on the market that has been shown to
enhance the skin's overall health by correcting photo-damage at the cellular level, resulting in a
reduction of the visible signs of aging.
. The primary active ingredients in this system are 4% hydroquinone and OTC skin care agents. In
April 2004, OMPI introduced the Obagi-C Rx System consisting of a combination of prescription
and OTC drugs and adjunctive cosmetic skin care products to treat skin conditions resulting from
sun damage and the oxidative damage of free radicals.
. The central ingredients in this system are 4% hydroquinone and Vitamin C.
. In October 2005, we launched the Obagi Professional-C products, a complete line of proprietary,
non-prescription products, which consists of Vitamin C serums used to reduce the appearance of
damage to the skin caused by ultraviolet radiation and other environmental influences.
. In July 2006, OMPI launched the Nu-Derm Condition and Enhance System, for use in
conjunction with commonly performed cosmetic procedures including Botox injections.
. OMPI also markets tretinoin, used for the topical treatment of acne in the United States, and
Obagi Blue Peel products, used to aid the physician in the application of skin peeling actives.
Future products
. OMPI focuses research and new product development activities on improving the efficacy of
established prescription and OTC therapeutic agents by enhancing the penetration of these agents
across the skin barrier using proprietary technologies collectively known as Penetrating
Therapeutics.
. OMPI is currently evaluating new systems to address acne and skin elasticity and, based on
positive interim clinical results, plans to introduce them to the market in early 2007
U.S. distribution
OMPI markets all of products through a direct sales force in the United States primarily to plastic
surgeons, dermatologists and other physicians who are focused on aesthetic skin care.
. As of September 30, 2006, we sold our products to over 4,200 physician-dispensing accounts in
the United States, with no single customer accounting for more than 5% of our net sales.
. Current products are not eligible for reimbursement by Medicare or other third-party payors.
International distribution
. Markets products internationally through 12 international distribution partners that have sales and
marketing activities in approximately 35 countries outside of the United States.
. Much like the business model in the United States, these distributors sell OMPI products through
direct sales representatives to physicians, or through alternative distribution channels depending
on regulatory requirements and industry practices
Competition
. OMPI believes direct competitors in the physician-dispensed channel include BioMedic from La
Roche Posay, TNS from Skin Medica, Inc., Kinerase from Valeant Pharmaceuticals International,
various products from SkinCeuticals a division of L'Oreal S.A., M.D. Forté and PREVAGE from
Allergan, Inc., Vitamin C and various products from IS Clinical, and Neova from PhotoMedex,
Inc.
. Indirect competitors which generally sell skin care products directly to consumers consist of
large cosmetic companies, including but not limited to The Estee Lauder Companies Inc., Helene
Curtis Industries, Inc., L'Oreal S.A., Matrix Essentials, Inc., a division of L'Oreal, Procter &
Gamble Company, Neutrogena, a division of Johnson & Johnson, Revlon, Inc. and Unilever N.V.
Other companies use medical devices to treat facial aesthetics.
. If launched, OMPI's acne product will compete with Triaz from Medicis Pharmaceutical
Corporation, Benzaclin from Dermik Laboratories, Inc., Brevoxyl and Duac from Stiefel
Laboratories Inc., Benzac® from Galderma Laboratories, L.P. and ZoDerm from Bradley
Pharmaceuticals, Inc. Our acne product will also indirectly compete with OTC anti-acne products.
. If launched, OMPI's elasticity system will have clinical evidence of aiding the restoration of
elasticity and mature elastin in aged skin. OMPI currently knows of no products which have
clinical evidence to support this claim. However, there are several products which claim to
enhance elastin.
. OMPI's products also compete with current and future medical devices, such as lasers, which are
or will be positioned for a variety of skin enhancements such as facial rejuvenation, dermal
thickening, acne and other uses. OMPI believes its Obagi Systems are complementary to many of
these procedures.
Use of $48.3mm in IPO proceeds from sale of 4mm shares
(shareholders intend to sell 1.35mm shares)
. Repay $35mm in debt
. Remainder will largely be driven by the success of new products and developing technologies
and the identification of new technology licensing opportunities
==============================
Teekay Offshore Prtnrs	TOO, C+, 7
offshore shipping/storage						Post-IPO shrs: 19.6mm
Nassau, Bahamas				2005	June 06*	IPO Mkt
Rev ($mm)		proforma see		$678	$349	Cap (mm)
Time charge expense %		notes below		21%	22%	$392
Profit (loss) ($mm)				$27	$6	@$7
Profit (loss) %				4%	2%
EBIDTDA ($mm)				$198	$103
EBIDTDA %				29%	30%
				*six months ended June30, 2006
VALUATION RATIOS	IPO Mrkt	Price /	Price /	Price /	Price /	% offered
	Cap (mm)	Sales	Earnings	BookValue	TangibleBV	in IPO
Teekay Offshore Pt TOO	$392	0.8	33	2.8	4.7	36%
SCORECARD		Mgt	Market	Market Do-	Proprie-	Total
1-5, 5 is high			Growth	mination	tary	rating
20 is perfect		2	2	2	1	7
Summary
. New subsidiary formed in August 2006 by NYSE:TY, $3.21 bb market cap
. Primarily a financial transaction, proceeds to repay acquisition debt
Partnership units
. TOO intends to make minimum quarterly distributions of $0.35
. $1.40 annually, at the price range mid-point, 7% annualized distribution
Business
. An international provider of marine transportation and storage services to the offshore oil
industry.
. Formed in August 2006 by Teekay Shipping Corporation (NYSE: TK, $3.21 billion market
cap), a leading provider of marine services to the global oil and natural gas industries, to further
develop its operations in the offshore market.
. TOO plans to leverage the expertise, relationships and reputation of Teekay Shipping
Corporation and controlled affiliates to pursue growth opportunities in this market.
. Upon the closing of this offering, Teekay Shipping Corporation will own a 65.0% interest in
TOO), including a 2.0% general partner interest through our general partner, which Teekay
Shipping Corporation owns and controls.
. Upon the closing of this offering, TOO will own a 26.0% interest in Teekay Offshore Operating
L.P. (or OPCO), which owns and operates the world's largest fleet of shuttle tankers, in addition
to floating storage and offtake (or FSO) units and double-hull conventional oil tankers.
. TOO will control OPCO through our ownership of its general partner, and Teekay Shipping
Corporation will own the remaining 74.0% interest in OPCO.
Use of $129mm in IPO proceeds
Repay acquisition debt
==============================
US BioEnergy	USBE, C, 7
ethanol						Post-IPO shrs: 66mm
Inver Grove Heights, MN			2005	Sept 05*	Sept 06**	IPO Mkt
Rev ($mm)	proforma see		$105	$79	$90	Cap (mm)
Gross Profit %	notes below		24%	25%	29%	$1,050
Profit (loss) ($mm)			$9	$9	$5	@$16
Profit (loss) %			9%	11%	5%
				*nine months ended Sept 30, 2005
				**nine months ended Sept 30, 2006
VALUATION RATIOS	IPO Mrkt	Price /	Price /	Price /	Price /	% offered
	Cap (mm)	Sales	Earnings	BookValue	TangibleBV	in IPO
US BioEnergy (USBE)	$1,050	8.7	161	2.3	2.7	15%
		Mgt	Market	Market Do-	Proprie-	Total
SCORECARD			Growth	mination	tary	rating
20 is perfect		2	2	2	1	7
Compare & contrast
VALUATION RATIOS	IPO Mrkt	Price /	Price /	Price /	Price /	Price
	Cap (mm)	Sales	Earnings	BookValue	TangibleBV	Dec 8
Aventine Renewable (AVR)*	$950	0.6	45	3.3	3.3	$22.72
AVR includes $10.6mm in other expenses in the annualized Sept quarter
Verasun Energy, Corp. (VSE)	$1,710	2.9	13	3.5	3.6	$22.70
US BioEnergy (USBE)