Investment Criteria

          In addition to its advisory and consulting services, TSF seeks to invest in and acquire promising businesses for its own account and as lead investor for syndicates of its affiliates and co-investors.  [TSF maintains a separation of its advisory services and its investment activities.]

          The following criteria are intended to provide general information about the preferred characteristics of companies which would be invested in or acquired by TSF.  They should not be considered as exhaustive but are for the guidance of those who might might consider presenting investment or acquisition opportunities to TSF.

• Revenue of over $2 million for at least each of the two most recent years.
• EBITDA (earnings before interest, taxes, depreciation and amortization) of at least $300,000 for the most recent year.
• EBITDA margins of not less than 15%.
• Proven management, preferably also owners, in place and willing to stay.
• Management with an interest in a true partnership with its investor and a willingness to grow the business together with TSF's help.
• Business-to-business services preferred, with particular interest in information services, publishing, communications, trade show services and other high value services and products.
• Southwestern United States preferred, but will consider any location.
• Business should be in an industry with consolidation or product/service extension acquisition opportunities of a comparable size.
• Business should have a defensible market position or unique business model.
• Real estate, energy exploration and production, retail and consumer driven businesses are generally not appropriate.

          From a deal structure standpoint, TSF and its affiliates are flexible.  If an aggressive growth strategy is intended to be followed, TSF would most often desire to own a controlling interest.  Minority investments will be considered for the right opportunity.  All investments would be intended to be structured to provide the entrepreneur/seller/management with a continued equity or quasi-equity position such as through an earn-out or similar vehicle.

          The ideal investment will be a company which is still owned by the founding entrepreneur, who still has the passion, energy and vision to carry the business to the next level.  However, he recognizes that he needs a partner with more capital and experience to achieve this goal.  As an active investor/owner, TSF would typically provide the guidance, management infrastructure and strategic planning that these small businesses lack.  TSF's goal is to help the entrepreneur realize on his vision and build a business which is successful for him and for TSF.  We also welcome acquisistion opportunities in the form of management led buy-outs.