Business Plan Development Planning Workbook

Business Plan Development Planning Workbook Shamrock Partners Proprietary Business Planning Workbook Page 1 of 16 Business Plan Development Planning Workbook TABLE OF CONTENTS YOUR MISSION, VISION AND VALUE PROPOSITION................................................................. 3 MARKETPLACE FOCUS................................................................................................................. 4 TECHNOLOGY ................................................................................................................................ 5 PRODUCTS AND SERVICES ......................................................................................................... 5 MARKET MANAGEMENT ............................................................................................................... 7 SALES MANAGEMENT................................................................................................................... 8 SERVICE AND SUPPORT MANAGEMENT ................................................................................... 9 FINANCIAL PLANNING and BUSINESS MANAGEMENT SYSTEMS.......................................... 10 MANUFACTURING FOCUS .......................................................................................................... 12 INVENTORY MANAGEMENT FOCUS.......................................................................................... 12 IT AND BUSINESS SYSTEM MANAGEMENT ............................................................................. 12 CORPORATE DUE DILIGENCE QUESTIONNAIRE .................................................................... 13 Corporate Documents ............................................................................................................. 13 Securities .................................................................................................................................. 14 Insurance Contracts or Policies ............................................................................................. 14 Shareholder Communications................................................................................................ 14 News Information ..................................................................................................................... 14 Press releases ......................................................................................................................... 14 Correspondence With Professionals..................................................................................... 15 Litigation and Administrative Actions .................................................................................... 15 Business Plans and Studies................................................................................................... 15 Financial Statements and Information .................................................................................. 15 Federal and State Tax Records ............................................................................................. 15 Assets and Liabilities ............................................................................................................... 16 Real Property Due Diligence .................................................................................................. 16 Miscellaneous........................................................................................................................... 16 Shamrock Partners Proprietary Business Planning Workbook Page 2 of 16 Business Plan Development Planning Workbook YOUR MISSION, VISION AND VALUE PROPOSITION What is the mission of your business? • product - SKU/ bundled solution • services - free or fee based consulting • support - at Point of Sale or in the after market • All of the above? What is your vision of success? • Brand Leadership in the industry? • Leading edge technology provider? • Recognized leader for customer service and support? • Integrator of products and services? • Other Describe your Value Proposition: • To your customers • To your investors and shareholders • To your employees What are the key messages to deliver? What is the time-frame to execute the vision? • to design and build the program(s) • to identify, prioritize and sell to the target markets and customers • to obtain the proper funding levels • to secure the right partnerships and alliances • to see the business results: break even and make money Over time, in what direction will the company the company go forward? • Remain as an Independent business • Acquisition candidate • Merged with another • Partner with others to service common markets What are the key business, technical, financial factors that will influence the direction? Are any of these factors currently time sensitive? Who is on your Management team, Board of Directors and Advisors? • What are their strengths and added value to you and your investors? • How will they help you succeed? Shamrock Partners Proprietary Business Planning Workbook Page 3 of 16 Business Plan Development Planning Workbook MARKETPLACE FOCUS What and where are your markets; and how do you choose to enter, maintain and exit them (market portfolio management)? • Vertical industries • Key channels / customers • Geographic prioritization • Business Factors and conditions • Financial factors and conditions • Technology factors Why did you choose them? • Opportunity size • financial • brand building • existing or planned partnerships Describe the current health of these chosen markets • Now, next 6-12-18 24 months • Articulate any factors that will accelerate or decelerate growth How does your business position itself vs. the industry - today and over next 12-18 and 24 months? • Define and quantify the revenue and share opportunity over a specific time-frame • What are your strengths, and weaknesses (perceived and actual) • What are the threats to your success? Who are you competition? • What are their products / services / support / pricing structures • What are their markets / customers / channels / approaches • What are your strengths, weaknesses, and opportunities vs. them • What are your limitations? • What are the time-frames to succeed with the lead, or be “in the pack” Have you pre-defined a minimum top line revenue and profit level to enter, stay or leave this business? • If so, how is it managed and measured – monthly, quarterly, annual • Is it modeled with “portfolio management S curves” in mind? • What is your exit strategy for markets or products in this context Shamrock Partners Proprietary Business Planning Workbook Page 4 of 16 Business Plan Development Planning Workbook TECHNOLOGY What is the underlying core technology? Do you have patents, trademarks or service marks filed to protect it as Intellectual Property? • US and world wide filings • If so, what are the numbers • If not, what are the plans and timeframes Do you have a roadmap that ties it to a 2-3 year plan • Cost and price management • Integrated into an existing or planned set of products, services or packaged solutions How is it mapped and measured against “Best of Breed” Can any of it be OEM’d to other technology providers? What is the business model for technology buy vs. make? PRODUCTS AND SERVICES What are your products and services? • in the marketplace today • under development (with time-frames to announcement) What is your business system for new product, service, support and maintenance requirements? • Identification • Testing and Validation • Application into the solution • Integration, migration and customization into o the existing customer set o Solutions from existing and potential Partners and Alliances What is your system architecture and product management system for: • Technology leadership • Architectural definition and design • Platform choice • Technology upgrade and replacement • Integration and interoperability • Quality assurance • Testing, integration and migration with other products, platforms and services • your own or other internal offerings • other suppliers • Service and support • Maintenance What is the business process and management system for technology and product development? Shamrock Partners Proprietary Business Planning Workbook Page 5 of 16 Business Plan Development Planning Workbook • • • • • • • • • • Phase Process Concept development Business Case Development Test Implementation Planning Test Implementation Test Evaluation Software / Hardware Integration Plan Quality Services Offerings New cycle initiation How do you manage and measure Customer Satisfaction? Do you have a program for CSI (Customer Satisfaction Index) continuous improvement? What is the business process and management system for financial funding commitment and return on investment levels Shamrock Partners Proprietary Business Planning Workbook Page 6 of 16 Business Plan Development Planning Workbook MARKET MANAGEMENT Who are your customers: present, in pilot , and those in sales pipeline • by segment, geography and sales stage • by revenue size and odds to close over next 3-6-9-12 months What is the focus and prioritization of your Marketing efforts for the next 6-12-18-24 months • Brand Building and Management • Trends and Directions of the markets you serve and the business you are in • Selling and Servicing Key Segments and Industries o by Size and Geography o Installed, new, emerging customers, segments, industries, technologies and markets o US and World-wide • Channel identification selection, planning, pricing and costs o Direct, Indirect and Electronic o Service and support • Web Services such as Customer and Partner Portals for o Public and Restricted levels of Customer Management o Service and Support o Information exchange and updates o Billing o New Sales of goods and services • Planning, pricing and packaging for, solutions and Support Services • Alliances, Joint ventures planning and partner selection What are the Measures of Success and modification of the goals • Timeframes and Business processes for both What are the business and commitment planning processes for Business results planning, tracking and measurement • Revenue, share, units volume, profit • Cost and expenses • Brand Building and Management • Campaign development and execution • Partner and Alliance programs • OEM relationships • Skills Management and execution Shamrock Partners Proprietary Business Planning Workbook Page 7 of 16 Business Plan Development Planning Workbook SALES MANAGEMENT How are you selling and supporting your products and services? • Channels of distribution and service support • direct / indirect • Internet / Intranet / Extranet • MARCOM (w/others and stand alone) • Promotion and advertising • Marketing programs • Resources and skills to build and execute the operating plan • Cost and expense funding for each channel over the next 12-18-24 months • Anticipated revenue and profit from each channel over the next 12-18-24 months How are you setting sales objectives for Managers and non-managers • Financial targets – Revenue, profit, both? • Share and volume for targeted accounts • New accounts • Install base growth What is the cost of the plan at • 100, 125, 150, 200, 200+% What are the skill sets necessary for success Are they identified and on board? • If not, what are the plans • If not, what are the financial costs and timeframes to get them on board? What are the training requirements and costs for the next 12-24 months? • Product and solution selling • Management skills • Negotiation skills • Leadership skills Who are your partners? What are your selection criteria for them? How are you working with them? • Alliances • Joint Ventures • Resellers • OEM • VARS / VADS How do they map against your targeted Market segments, customer sets and channels? • Their value proposition • Product or Solution feature, function, customer value, • Channels – sales, service and support, maintenance • Price Shamrock Partners Proprietary Business Planning Workbook Page 8 of 16 Business Plan Development Planning Workbook SERVICE AND SUPPORT MANAGEMENT How are you setting Service Level Objectives and Quality of Service for Managers and nonmanagers • Financial targets – Revenue, profit, both? • Response time, accessibility, • New accounts • Install base growth How are you managing Customer Satisfaction? • Metrics of Success • Customer involved • Industry Standards benchmarks • Other How are you supporting your products and services? • channels • direct / indirect • Web: Internet / Intranet / Extranet • resources and skills to build and execute the operating plan • cost and expense funding for each channel over the next 12-18-24 months • anticipated revenue and profit from each channel over the next 12-18-24 months What is the cost of the plan? What are the skill sets necessary for success Are they identified and on board? • If not, what are the plans • If not, what are the financial costs and timeframes to get them on board? What are the training requirements and costs for the next 12-24 months? • Product and solution selling • Management skills • Negotiation skills • Leadership skills Who are your partners? What are your selection criteria for them? How are you working with them? • Alliances • Joint Ventures • Resellers How do they get measured against your targeted customer SLO’s Quality of Service? • Customer Satisfaction • Response time, reliability, accessibility, serviceability • Product or Solution feature, function, customer value, • Channels – sales, service and support, maintenance • Price Shamrock Partners Proprietary Business Planning Workbook Page 9 of 16 Business Plan Development Planning Workbook FINANCIAL PLANNING and BUSINESS MANAGEMENT SYSTEMS What are your prioritized financial factors and time frames to proceed in each chosen market (financial portfolio management)? • Revenue, share, volume, profit • Expense Management (G&A, Capital and Operating) • Business Development and Investment • Merger, acquisition • Expansion of market, channel or technology • Internal vs. external efforts What is the growth plan, for all in the above? • Quarter, Annual, 2- 3 years out What is the Corporate and Functional Business Planning, tracking and measurement system for all of the above? • Measures of success • Frequency of review • Conditions for modification Have you pre-defined a minimum top line revenue and profit level to enter, stay or leave this business? • If so, how is it managed and measured – monthly, quarterly, annual • Is it modeled with “portfolio management S curves” in mind? • What is your exit strategy for markets or products in this context How are the business operating plan and the strategic plan conceived and built • Time frames/ milestones • Financial commitments to / from the company and partners • Functional integration • Common vs. specific measurements What are management and measurement systems to monitor, and modify the financial business results and how are they measured over time? • Against the operating plan • Against the stated business strategy • Against changes in the marketplace • Against competition What are the Cash Levels and Use of Proceeds for Capital Spending • Monthly, Quarterly, Annual • By function • By Geography • Depreciation levels and rate of application Shamrock Partners Proprietary Business Planning Workbook Page 10 of 16 Business Plan Development Planning Workbook What are the G&A business and financial commitments for: • Marketing and Sales Planning • Finance and Planning • Operations • R&D – including Royalties and derivative rights • Product Development • Service and Support • Manufacturing • IT How would you describe the financial health of cash flow to achieve these goals? • Today • At year end , in 24 months Where and with whom are you doing your investment banking? • Prices, level, terms and conditions Where and with whom have you established lines of credit? • Banks, suppliers • Levels • Terms and conditions What is the normal vs. planned cash flow float? • Monthly, quarterly, annual Will you need additional funding? If so, • How much • When • What type (debt, equity, convertible) If funding is necessary, have the VC’s and or Investment Banking institutions been identified? • If so, please list • If not, can the advisory board and or Board of Directors assist If not a public company, what is the acceptable cost of this funding to • Founders and employees • Previous investors Describe the Business Management System under which you operate for Operating and Strategic plan commitments to • Shareholders and investors • Wall Street • The Company Board of Directors • Company Employees Shamrock Partners Proprietary Business Planning Workbook Page 11 of 16 Business Plan Development Planning Workbook MANUFACTURING FOCUS • • • • • • • • • • • • Workflow Management Business and Workflow Process Quality Processes Cost and expense Technology infusion Monthly / YTD costs, expenses by product Plan, forecast, actual Yield analysis Suppliers and alliances Contracts, terms and conditions Pricing Linkage to corporate business plan INVENTORY MANAGEMENT FOCUS • • • • • Monthly / YTD plant, forecast, results by product RMA’s Monthly / YTD costs, expenses by product Plan, forecast, actual Yield analysis IT AND BUSINESS SYSTEM MANAGEMENT What is your IT platform and plan; and how will it support your functional strategies in: • CRM and ERP • Finance (internal and external) • R&D • Sales and Marketing • Service and Support • Web based initiatives – Internet, Intranet and Extranet portals for • Customers • Suppliers • Alliance partners What is the Infrastructure to support the business model? • cost and expense funding (in-source, or joint with partners) • skills (in-source / out-source) • service offerings to • Direct customers (new and installed) • Suppliers • Partners • Channel customers • End users Shamrock Partners Proprietary Business Planning Workbook Page 12 of 16 Business Plan Development Planning Workbook CORPORATE DUE DILIGENCE QUESTIONNAIRE Corporate Documents 1. Articles of Incorporation, as amended and restated, and proposed amendments, if any 2. Bylaws (original and all amendments and restatements) 3. Minutes and notices of all shareholders’ and board of directors’ meetings (including committees) and any written consents and waivers of notice. 4. List of all states and foreign countries where property is owned or leased by the Company, or where employees are located. 5. Copies of all qualifications to do business. 6. Good standing certificates in state of incorporation and all states and foreign countries where qualified to do business. Corporate Obligations and Rights of the Company. (This category relates to contracts that remain to be performed in whole or in part, or were entered into within the past three (3) years, and includes all amendments or modifications) 1. Debt instruments, including mortgages, promissory notes, indentures, loan Agreements, bonds, lines of credit, or other like arrangements, guarantees, by or of the Company, or any other like documents. 2. Leases for personal property/equipment. 3. Stock option plan(s) 4. Employment agreements 5. Generally 6. Deferred compensation agreements 7. Pension or profit sharing plans 8. Employment, non-competition or confidentiality agreements 9. Schedule of prerequisites 10. Severance agreements 11. Consulting agreements 12. Distributor/supplier/vendor/customer agreements 13. Franchise agreements 14. Licensing, royalty, distributor, sales, incentive agreements or business non-competition agreements 15. Contracts with advertising agencies 16. Contracts with financial relations or public relations firms. 17. Media contracts or commitments 18. All contracts concerning pending or proposed sales or purchases or any assets or businesses 19. Any plan of acquisition, reorganization, readjustment or succession to which the Company has been a party since its incorporation, whether or not consummated 20. Agreements with officers, directors and/or share holders 21. Joint venture or partnership agreements, or, if not yet finalized, letters of intent with respect to partnership or joint ventures. If any such agreements are not evidenced by a writing, please describe them 22. Contracts with major customers 23. Any presentations given to creditors in connection with obtaining credit or prepared for potential lenders in connection with proposed finance transactions. 24. Model sales contracts, distributorship or sales representative agreements, and purchase orders used by the Company 25. Loans to employees guaranteed by the Company 26. Descriptions and documentation concerning acquisitions and divestitures, including current plans relating to potential acquisitions or divestitures 27. Any other material contract Shamrock Partners Proprietary Business Planning Workbook Due Diligence Questionnaire Page 13 of 16 Business Plan Development Planning Workbook Securities 1. List of holders of common stock, preferred stock, long-term debt and any other securities, including any holders of options, warrants and rights to acquire any securities (include name, address, number of shares or other securities or amount of obligation) 2. Stock transfer ledger showing names of stockholders, amount issued, dates of issuance, and consideration received by the Company 3. Copy (front and back) of common and preferred stock certificates, warrants, options debentures or other documents evidencing securities or debt instruments. 4. Documents evidencing outstanding rights, options and warrants to buy or sell 5. Securities. 6. Any pledge agreements, assignment documents or other similar instruments relating to the pledge or assignment of any assets or stock, or granting a security interest therein 7. Any voting trust, shareholder, repurchase, registration right, or similar agreement affecting the rights of shareholders to which the Company or any officer, director or shareholder is a party, including demand or piggyback registration rights, restrictions on sales, etc. 8. Any agreements relating to the sale of any securities by the Company, including any placement memoranda or offering circulars 9. Permits and consents for issuance or transfer or securities 10. Dividend agreements Insurance Contracts or Policies 1. Property (real or personal, including coverage respecting hazardous or toxic waste, etc., general liability, umbrella) 2. Product liability 3. Errors and omissions, indemnification and any other policies or arrangements under which officers or directors may be indemnified against liabilities incurred in such capacity 4. “Key man” policies 5. Health, dental or other related employee benefit policies or plans 6. Workman ‘s compensation 7. Life insurance 8. Notices from any insurance carrier regarding cancellation, termination, renewal terms or violations of the requirements of any insurance policy 9. Correspondence with any insurance carrier in connection with the requirements of any policy or insurance requirements generally 10. Documents or agreements indicating the pledge or assignment of any insurance policy or benefit 11. Any agreement or insurance policy providing for indemnification of any officer or director Shareholder Communications 1. Annual reports 2. Proxy or information statements 3. Other communications News Information Press releases 1. All newspaper, magazine, trade, journal or similar articles about the Company, its industry or competition 2. Sample sales or marketing literature Shamrock Partners Proprietary Business Planning Workbook Due Diligence Questionnaire Page 14 of 16 Business Plan Development Planning Workbook Correspondence With Professionals 1. All letters that have been sent to auditors, attorneys and others in connection with year-end and interim audits, including “litigation letters” 2. Any auditors’ letters regarding internal accounting controls or compliance with the Foreign Corrupt Practices Act or any other matters Litigation and Administrative Actions Active litigation files, including letters asserting claims, complaints, answers, etc., and information regarding any litigation to which the Company is a party or in which the Company is a party or in which it may become involved Any litigation settlement documents Any decree, orders or judgments of court or governmental agencies Any threatened litigation or the existence of any fact or circumstances that may lead to liability and/or litigation 7. Summary description of any contingent or possible liabilities that are not covered by insurance in the ordinary course of business and that are not carried on the Company’s balance sheet or in the notes thereto, including guarantees, warranties, material oral commitments or understandings, and others 1. 2. 3. 4. 5. 6. Business Plans and Studies 1. Copy of any document setting forth the business plans, budgets, financial plans or financial projections prepared by or on behalf of the Company, its consultants or investment bankers, or by any similar entity or party (include drafts and subsequent revisions). 2. Copy of any other internal or outside study of or on behalf of the Company, the markets for its products or the industry, prepared by management consultants or others Engineering studies (internal) or external Environmental, hazardous or toxic waste studies (internal or external) Financial Statements and Information 1. Copies of the audited financial statements for as many years as are available, with explanation for all abnormal, non-recurrent and unusual items in footnotes, and all work papers and supporting documents in connection therewith 2. Copy of latest available interim profit and loss statement and balance sheet for the current year and corresponding period of last year, and all work papers and supporting documents in connection therewith 3. A Use of Proceeds Statement with appropriate explanation setting forth, with specificity, the intended use of the proceeds which may be received as a result of the intended transaction Federal and State Tax Records 1. 2. 3. 4. 5. 6. 7. Federal income tax returns Federal and state unemployment tax records Payroll tax records (including evidence of payment of withholding taxes) State sales tax records Franchise tax records Tangible and intangible personal property taxes Any other tax returns or filings of any kind, including but not limited to employee benefit plan tax returns (including any IRS determination letters) Shamrock Partners Proprietary Business Planning Workbook Due Diligence Questionnaire Page 15 of 16 Business Plan Development Planning Workbook Organization 1. 2. 3. 4. 5. 6. List of all employees, full and part time Title, work place location, salaries, tenure etc. Executive employment contracts, terms and conditions Contractors and consultants Non Disclosures Agreements in place Non Compete Agreements in place Assets and Liabilities 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. Any documentation on filed, pending or awarded Intellectual Property, Trade Marks, Service Marks Leases concerning equipment, fixtures, personal property and data processing Lists of all equipment owned by location and master lists by item Automobile leases Contracts for sale or purchase of material corporate assets Evidence of title for fixed assets List of all bank accounts and balances as of the end of the Company’s latest fiscal quarter Trade names, trademarks, service names, service marks, copyrights and patents that have been registered on state or federal levels, as well as any foreign trade names, etc., and any challenges to the validity of any of the foregoing Aged accounts receivable and payable as of the end of the Company’s latest fiscal quarter List of all indebtedness not reflected in accounts payable Any information in connection with inventory, including but not limited to government specification requirements, amounts currently held, backlog, etc Any documents, agreements or other instruments prepared or drafted in contemplation of any public or private offering or any securities Real Property Due Diligence Leases of all facilities Certificates of occupancy Terms, conditions, prices and terms Licenses and permits to operate, including but not limited to occupational and environmental licenses and permits 5. All other material contracts related to or affecting leases properties 6. Material contracts for the acquisition or sale of property, plant or equipment 7. Material agreements encumbering real property owned by the Company 1. 2. 3. 4. Miscellaneous 1. Any and all permits, licenses, etc. that have been obtained or are required for the conduct of the Company’s business 2. Any and all reports of, correspondence with orders from any government agency or instrumentally in connection with hazardous or toxic waste 3. Officers and directors questionnaires 4. Any other material arrangements, any other material contract that remains to be performed in whole or in part, or that was made or succeeded to within the past three (3) years by the Company Shamrock Partners Proprietary Business Planning Workbook Due Diligence Questionnaire Page 16 of 16