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1 FINDING AND INVESTING IN UNDERVALUED SMALL PUBLIC COMPANIES TO GENERATE SUPERIOR LONG-TERM RETURNS WHILE MINIMIZING THE RISK OF CAPITAL LOSS MOLOCO CAPITAL PARTNERS LLC JULY 2003 CONFIDENTIAL

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Page 1: 0 FINDING AND INVESTING IN UNDERVALUED SMALL PUBLIC COMPANIES TO GENERATE SUPERIOR LONG-TERM RETURNS WHILE MINIMIZING THE RISK OF CAPITAL LOSS MOLOCO CAPITAL

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FINDING AND INVESTING IN UNDERVALUED SMALL PUBLIC COMPANIES TO GENERATE

SUPERIOR LONG-TERM RETURNS WHILE MINIMIZING THE RISK OF CAPITAL LOSS

MOLOCO CAPITAL PARTNERS LLC JULY 2003 CONFIDENTIAL

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This document has been prepared solely to determine investor interest in Moloco Value Fund, L.P. (the “Fund”). It is being furnished on a confidential basis to a limited number of prospective investors who are both “Accredited Investors” and “Qualified Clients” and may not be used or reproduced for any purpose. This summary is not an offer to sell, or a solicitation of an offer to buy an Interest in the Fund. An offer or solicitation for an offer can only be made through the Fund’s Confidential Offering Memorandum and its related exhibits. To obtain a Confidential Offering Memorandum, please telephone Moloco Capital Partners LLC at (925) 377-0602.

DISCLOSURES

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• Overview• Investment Objectives 4• Investment Approach 5• The Moloco Edge 6• Performance Records 7

• Investment Strategy• Investment Process 10• Quantitative Screening 11• Valuation & Upside Analysis 12• Fundamental Analysis 13• Ranking & Investment 14• Case Studies 15• Portfolio Construction 17• Risk Management 18

• Portfolio Management• Portfolio Co-managers 20• Client Service 22• Resources and Advisors 23• Summary Offering 24• Disclosure Statements 25• Contact Information 26

TABLE OF CONTENTS

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• Moloco Capital Partners LLC is a registered investment advisory firm that helps sophisticated investors achieve superior returns while protecting their capital against losses

• We were founded to provide an intelligent equity investment alternative for clients seeking above-average capital gains without the downside volatility of traditional equity investing

• Our primary investment objectives are to:

– Generate exceptional performance regardless of broader market conditions

• Target net average annual returns in excess of 25%

• Outperform S&P 500 and Russell 2000 benchmarks

– Generate consistent positive quarterly performance without significant downside volatility

• Preserve capital and minimize risks of permanent capital loss

• Generate long-term capital gains and minimize tax consequences

INVESTMENT OBJECTIVES

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• Traditional value investing

– Appraise a stock as if we were buying the entire company

– Buy stocks at a significant discount to acquisition or liquidation value

– Hold positions until share prices approach our assessment of the underlying value

• Concentrate on micro-cap and small-cap stocks (market values: $10M - $500M)

– Invest in companies overlooked and/or orphaned by Wall Street

• Many funds not allowed to invest below $100M market cap or below $5 per share

• Find unfollowed companies with decent liquidity

• Actively manage portfolio, maintaining strict risk-management disciplines

– Buying stocks below intrinsic value provides a significant margin of safety

– Working with portfolio companies can help them become more fully and fairly valued

• Take profits when positions reach valuation targets

– Expect some appreciation within 6-12 months; target holding period is 18-24 months

INVESTMENT APPROACH

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• Proprietary research process with considerable breadth, depth and effectiveness

– Meticulous analysis and due diligence on every investment

– Fiercely independent of Wall Street opinions and popular trends

• Proven ability to independently pick stocks and precisely assess intrinsic value

– Extensive experience with public and private mergers and acquisitions

– Years of hands-on operational experience in and around small companies

• Commitment to capital preservation and strict risk management discipline

– Willing to hold management teams accountable to appropriate operational standards

– Managers have net worth invested in fund

THE MOLOCO EDGE

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MONTHLY PERFORMANCE: FIRST TWELVE MONTHS

The fund’s unaudited performance results include the reinvestment of dividends and other earnings, but are net of accrued management and performance fees and brokerage commissions and other expenses. The benchmark indices (S&P 500, Russell 2000 and Russell 2000 Value) include the reinvestment of dividends and other earnings only; they are not subject to fees and expenses. See disclosure statements of Page 25. Past performance is not necessarily indicative of future results.

2003 Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec YTD

Moloco 3.32% 0.27% 0.92% 2.93% 7.90% 2.64% +19.18%

S&P 500 -2.74% -1.70% 0.84% 8.10% 5.09% 1.13% +10.76%

Russell 2000 -2.85% -3.13% 1.12% 9.37% 10.62% 1.67% +17.04%

R 2000 Value -2.93% -3.51% 0.83% 9.33% 10.05% 1.49% +15.32%

2002 Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec YTD

Moloco 0.60% 10.21% -1.21% 47.97% 2.17% 5.69% +75.01%

S&P 500 -7.90% 0.49% -11.00% 8.64% 5.71% -6.03% -11.11%

Russell 2000 -15.18% -0.37% -7.34% 3.10% 8.80% - 5.72% -17.19%

R 2000 Value -14.94% -0.61% -7.36% 1.36% 7.80% -4.52% -18.30%

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PERFORMANCE ANALYSIS: FIRST FULL YEAR

The fund’s unaudited performance results include the reinvestment of dividends and other earnings, but are net of accrued management and performance fees and brokerage commissions and other expenses. The benchmark indices (S&P 500, Russell 2000 and Russell 2000 Value) include the reinvestment of dividends and other earnings only; they are not subject to fees and expenses. See disclosure statements of Page 25. Past performance is not necessarily indicative of future results.

Moloco Performance Analysis vs. Benchmarks

Annualized Ratios

Sharpe Sortino Calmar

2.32 277.86 89.74

-0.14 -0.68 -0.09

-0.18 -0.86 -0.14

-0.29 -1.39 -0.26

Correlation with S&P 500

Correlation with Russell 2000

Correlation with Russell 2000 Value

ALPHA when S&P 500 = 0

ALPHA when Russell 2000 Index = 0

ALPHA when Russell 2000 Value Index = 0

0.50 0.21 0.16 6.90% 6.95% 7.00%

Moloco Statistical Analysis in Relation to Market Indices

Number of Months

Positive Months

% Profitable

Months Fund Beats Index

Months Fund Beats Down

Index

Value of $1000

investment

Moloco 12 11 92% -- -- $2086

S&P 500 12 7 58% 10/12 (83%) 5/5 (100%) $985

Russell 2000 12 6 50% 8/12 (67%) 6/6 (100%) $969

R 2000 Value 12 6 50% 9/12 (75%) 6/6 (100%) $942

Monthly Profitability Analysis Since Inception

Total Percent Return

Annualized Compounded

Return

Annualized Standard Deviation

Annualized Downside Deviation

Maximum Drawdown

Moloco 108.58% 108.58% 46.17% 0.39% -1.21%

S&P 500 -1.55% -1.55% 21.74% 4.45% -17.27%

Russell 2000 -3.08% -3.08% 26.15% 5.35% -21.40%

R 2000 Value -5.79% -5.79% 25.02% 5.23% -22.44%

Long Positions Average Long Percent

8 96%

Short Positions Average Short Percent

0 0%

Average Net Exposure

96%

Long and Short Positions

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• Build pool of 200-400 potentially viable investments from the 6,000+ universe of publicly traded small- and micro-cap stocks using proprietary quantitative “value” screens. Criteria include: discount to book value and trading liquidity

• Manually refine company data and employ a second set of quantitative “safety” screens to further narrow the list. Criteria include: current and projected cash flows and tangible assets

• Complete a valuation and upside analysis for each company, estimating discount to intrinsic value and potential for upside over the targeted holding period (up to 24 months). Use to rank companies by value and safety

• Subject the top ranking companies to a rigorous analysis of company fundamentals, and refine valuation models. Include: careful examination of 10-Qs, 10-Ks, proxy statements and other diligence materials

• Rank the final companies in order of attractiveness. The very top names (5-15 companies) are considered buys, while the remaining names are placed on the active watch list. Within the buys, purchasing aggressiveness based on relative value

INVESTMENT PROCESS

Quantitative Value Filter6,000+ Companies

Quantitative Safety Filter~200-400 Companies

Valuation Ranking~100-200 Companies

Fundamental AnalysisTop 30-40 Companies

Investment5-15 Companies

Review &Monitor

Positions

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• Quantitative Value Filter• The initial set of quantitative screens is designed to identify the 200-400 small-cap and

micro-cap companies with characteristics including:

• U.S. based companies

• Trading at a significant discount to book value

• Acceptable trading volume (at least 0.1%-0.5% of total shares outstanding)

• Not overly leveraged (current assets / current liabilities must be greater than 1.0)

• Quantitative Safety Filter• After manually refining the data, the second set of quantitative screens is designed to

eliminate the riskier investments by looking at factors including:

• Current and projected future cash flows

• Current and projected future tangible assets

• Current, future and contingent liabilities

• Current and projected future financial value

QUANTITATIVE SCREENING

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• Value Analysis• Using additional data we collect manually and drawing on our own M&A and private equity experience,

we estimate the value contained in the company itself, ignoring the market price of the stock. This is the company’s intrinsic value

• We only invest in companies that are trading at a deep discount to their intrinsic value. This significantly limits our downside risk

• To be able to estimate intrinsic value we specifically determine a company’s:

• Liquidation value

• LBO / MBO value

• Acquisition value

• Upside Analysis

• After eliminating companies with unacceptable downside risk, we analyze a company’s upside potential over the next 24 months

• We create proprietary upside and downside scenarios and assign probabilities and time lines to each. In order to make an investment, we need to see the potential for 20-80% upside in the next 24 months

• Most of the companies we invest in are transition stories and we need to be confident that the company can accomplish its goals during a 24-month holding period such as:

• Cut expenses and achieve or increase profits

• Grow revenue, improve margins and/or cash flow

• It is also possible that during our 24-month holding period, the company will be purchased in a strategic acquisition or leveraged buyout

VALUATION & UPSIDE ANALYSIS

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• We perform meticulous fundamental research and due diligence on every potential investment

• Our review of company fundamentals may include, but is not limited to:• A complete examination of a company’s financial statements, including all relevant SEC filings (10-

Qs, 10-Ks, proxy statements, etc.)

• A complete examination of all company news releases as well as recent earnings releases, conference calls and investor conference presentations

• An analysis of the relative strength or weakness of the company’s Board of Directors along with the names and motivations of current and previous major shareholders

• Our due diligence may include, but is not limited to:• Researching the company, key members of its management team and Board of Directors through

industry contacts such as VCs, LBO firms and investment banks

• Visiting the company and meeting with management

• Assessing management’s ability to:

• Continually right-size the organization

• Install and/or maintain necessary operational discipline

• Adhere to strict corporate governance standards

FUNDAMENTAL ANALYSIS

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• Final Ranking• In the final step, we group our companies in order of expected returns based on the

expected upside and the expected time to realization

• The top names are considered buys, while the remaining names are placed on the watch list to be monitored closely for buying opportunities

• Investment • We invest only in companies that meet our exceptionally high standards, typically 5-15

out of a universe of over 6,000 small public companies

• We buy stock slowly and carefully so as not to disrupt normal trading patterns and may accumulate up to 9.9% of a company’s outstanding shares, keeping us below the 10% mark that would make us an “insider” subject to numerous restrictions

• Post-Investment

• Once invested, we make ourselves available to work with the company’s management team and directors to help them make the stock more fully and fairly valued

• We continue to monitor our positions and companies very closely so that we can respond to any significant changes in situation or fundamentals as quickly as possible

RANKING & INVESTMENT

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Source: Yahoo! Inc.

Pre-fund Buy

Sell (Takeover)

Fund Launch Buying

CASE STUDY

VICINITY CORPORATION (VCNT)

• Keys for Investment Success

• Company could have significant value in hands of strategic buyer or management that knows the industry

• Need to overcome management and board lacking competence to deliver value

• Investment

• Pre-fund block purchase of 810,000 shares at $1.33 in October 2001

• Fund launched in July 2002, pre-fund shares contributed at $2.00 and new purchases made at average of $2.01 until total reaches approximately 2M or 7% of company

• Exit projected via sale at $2.80 to $3.40 per share

• Post-Investment

• Restructuring proposal crafted to force positive action when presented by Moloco to management and board

• Company privately acknowledges that change of control is appropriate and undertakes sale process

• Vicinity agrees to be acquired by Microsoft for $3.33 cash

• Exit

• Moloco supported the Microsoft offer and exited position

• The Company• Leading provider of outsourced “store locator” web

and voice services to large multi-location businesses

• Value• Businesses with internet affiliation crashed hardest as

the tech bubble burst in 2000 and 2001

• Stock trading at discount to net tangible assets for more than one year

• Safety• Stock in $1.50 range equals 50% of cash per share

• Cash burn low (9 year runway) and can be eliminated with basic fiscal discipline

• Liquidation value estimated at minimum $2.50 and declining less than $0.10 per quarter

• Fundamental Analysis• Vicinity customers overwhelmingly offline blue-chip

companies: renewals around 90%, platform for long-term growth of product suite

• Saddled with series of questionable executives following post-IPO management exodus in 1Q2001

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CASE STUDYRESONATE (RSNT)

• Keys to Success• Board believed to be genuinely motivated by fiduciary

responsibility to evaluate alternatives (diligence leads to expectations opposite to our Vicinity experience)

• Potential buyers may see some value in the emerging new product with growth potential

• Investment

• Began buying in $1.30 range in late November 2002

• MBO announced at $1.79 in late December 2002

• Post-Investment

• Carefully revisited our valuation model after MBO announced

• Decided to make block purchase of 50,000 shares at $1.79 convinced that that announced deal would be topped

• MBO deal raised to $1.83 in early January 2003

• Still believed in upside to potential strategic buyer and prepared a summary to discuss if needed

• Strategic LBO accepted at $1.90-$1.94 in late January

• Exit

• Exited directly into merger close at $1.94 late March 2003

• The Company• Provider of network management solutions to

application service providers

• Value• Trading at discount to book value and tangible assets

• Price depressed by institutional holders selling as price and market cap decline from recent post-IPO levels

• Safety • Stock in $1.25 range is 50% discount to cash per share

• No significant long term contractual liabilities

• Liquidation value in $2.00 range though dropping

• Fundamental Analysis• Declining business in network management sector that

has been consolidating to achieve more efficient product development and selling, cost structure may make profitable business impossible at low revenues

• New product showing traction but single-product business lacks scale to survive as standalone

Source: Yahoo! Inc.

Begin Buy

Sell

Block Purchase

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• Style: Micro-cap value, long bias, shorts possible

• Concentration: Between 5-15 total positions

Full positions in 2-5 companies (4.9% to 9.9% ownership of company)

Lesser positions in remaining 5-10 companies while accumulating or unwinding positions

• General Exposure: Gross Long: 50% to 120%

Gross Short: 0% to 10%

• Holding Period: 18-24 months

• Leverage: Used to enhance returns in exceptional situations

PORTFOLIO CONSTRUCTION

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RISK MANAGEMENT

• Value investing (buying stocks below their intrinsic value) provides underlying margin of safety

– We avoid investing in companies that might appreciate rapidly if there is also a possibility that their value could drop significantly during our projected holding period

• Active involvement with portfolio companies; able to assist management in unlocking value

– We closely monitor concentrated portfolio; constantly review company fundamentals

– We have a specific exit plan for every company we invest in

– We seek to buy stock at prices well below where we would be eager to buy the whole company

• Invest in no less than 5 and no more than 15 companies; this provides sufficient company specific risk diversification without overexposing our portfolio to broader market volatility or trends

– Limit allocation, long and short position sizes, and use of leverage

– Weight portfolio toward best opportunities

• Strict sell disciplines:

• Any change in fundamentals or 10% price change signals immediate reassessment

• Sell if underlying margin of safety erodes

• Adhere to valuation targets: take profits, trim positions or hedge gains when stocks approach target valuations

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Kevin J. Lyons

Portfolio co-manager and founder

•Began researching strategy for fund in early 2001, built framework for analysis while evaluating simulated portfolios

•Current with NASD Series 65 examination (Registered Investment Advisor)

Eleven years prior experience in business and engineering

•Active private equity investor

•Founded and managed private software company, Mercanti Systems, served as chairman and president

•Evaluated, selected and managed business opportunities for Symyx Technologies (Nasdaq: SMMX) from startup to IPO, reported directly to president

•Performed Ph.D. research on business strategy and valuation in dynamic environments, guest lectured in MBA high-tech strategy class

MS Business Administration, UC Berkeley (Business Economics and Law), Olin Fellow

MS Chemical Engineering, UC Santa Barbara, University Fellow

BS Chemical Engineering, Cornell University

PORTFOLIO CO-MANAGER

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Darryl B. Chan

Portfolio co-manager and CFO

•Joined strategy development effort in Fall 2001 and worked to secure initial investments in Spring 2002

•Current with NASD Series 65 examination (Registered Investment Advisor)

Twelve years prior professional investment experience

•Worked as an investment banker on M&A and equity offerings for public and private technology companies for Oppenheimer & Co.

•Worked on leveraged acquisitions, recapitalizations, divestitures, equity offerings and high yield debt financings for public and private healthcare, media and entertainment companies for Donaldson, Lufkin & Jenrette

•Served as a financial consultant to individuals and startups

•Managed a variety of family investments and trusts comprised of stocks, bonds and real estate holdings

BA Social Science, UC Berkeley

PORTFOLIO CO-MANAGER

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• Direct access to portfolio managers

• Candid communication with investors

• Portfolio characteristics readily available upon request

• Monthly statements provided by independent administrator

• Quarterly report with market overview, performance and benchmark reporting

• Fully audited annual financial statements

• K-1 tax returns prepared for investors

CLIENT SERVICE

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Prime Broker & Custodian: ABN AMRO Incorporated

Auditor: Rothstein, Kass & Company

Legal Counsel: Law Office of Charles E. Hall, Jr.

Advisor Registration: Moloco Capital Partners LLC is a registered

investment advisor in the State of California

RESOURCES AND ADVISORS

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Fund: Moloco Value Fund, L.P

General Partner: Moloco Capital Partners LLC

Portfolio Co-managers: Darryl B. Chan

Kevin J. Lyons

Investment Objectives: Superior long-term returns, preservation of capital

Initial Capital Contribution: $100,000 minimum

Additional Contributions: $50,000 minimum, or at General Partner’s discretion

Management Fees: 1% annual, paid quarterly in arrears

20% performance fee on fund profits

High-Water Mark: If the fund incurs a loss, no performance fees are assessed until the loss is fully recouped through subsequent gains

Redemptions: Semi-annually, on 45-day notification, on or after first anniversary of the investment

SUMMARY OFFERING

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DISCLOSURE STATEMENTS

• Performance data for Moloco Value Fund, L.P. (“The Partnership”), the Standard Poor’s Index of 500 Stocks (“S&P 500”), the Russell 2000 Index (“Russell 2000”) and the Russell 2000 Value Index (“R 2000 Value”) reflect the reinvestment of interest, dividends and other earnings. Net performance figures for the Partnership reflect the deduction of all costs, including accrued management fees and incentive allocations that would have been paid to the General Partner if a Limited Partner had been invested since the fund’s inception. The Partnership’s performance data has not been compiled, reviewed, or audited by an independent accountant, and data for recent periods may be adjusted as a result of the subsequent audit of the relevant year.

• The S&P 500, Russell 2000 and Russell 2000 Value indices are unmanaged and diversified across companies, industries and sectors. The S&P 500 consists of large market capitalization equities. The Russell 2000 is comprised of the smallest companies (with market capitalizations ranging from $20 million to $300 million) in the Russell 3000 Index, representing the market’s 3,000 most actively traded U.S. stocks. The Russell 2000 Value Index measures the performance of those Russell 2000 companies with lower price-to-book ratios and lower forecasted growth values. The presentation of the indices’ performance data does not reflect a belief by the General Partner that these indices comprise investment alternatives to the Partnership or are comparable to the Partnership in any way. This data is included only to provide some indication of the performance of equity securities markets generally during the periods for which the Partnership’s performance is presented. The Partnership may concentrate its investments in a relatively few stocks, industries, or sectors; may invest in stocks with smaller market capitalizations than the indices; may engage in short selling and margin borrowing; may trade actively, and may be more or less volatile than either of these indices.

• Historical results do not necessarily indicate future performance. The General Partner notes that the results presented were generated during a period of generally unfavorable economic conditions in the U.S. and mostly negative market performance. The Partnership has no data regarding its performance in different economic or market cycles or conditions. In addition, the General Partner has wide latitude to vary the Partnership’s activities and may not necessarily continue investing in the manner that generated the results presented in this report.The discussion in this presentation focuses on only some of the investment strategies and techniques the General Partner uses in managing the assets of the Partnership. As noted in the Partnership’s Confidential Offering Memorandum, the General Partner may use a wide range of investment strategies and techniques, including active trading of securities the General Partner believes have been oversold or overbought on the basis of short-term considerations and corporate bond arbitrage, and may change the mix of strategies and techniques at any time.

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Moloco Capital Partners LLC

329 Rheem Boulevard, Suite 103

Moraga, CA 94556

Tel: 925-377-0602

Fax: 925-377-0603

Kevin J. Lyons

Email: [email protected]

Darryl B. Chan

Email: [email protected]

CONTACT INFORMATION