Transcript No Slide Title

How to Write a Business Plan
Seth Yakatan
Katan Associates
March 2, 2011
Calit2 Auditorium
1
Disclaimer
• My opinion
2
Our Business
•
•
•
•
Strategic Consulting
Mergers and Acquisitions
Business Development and Partnering and Other
Government and Industry Advisory
3
Our Team – Associates and Partners
Europe
Peter Kalinka, PhD
North America
Marvin Collin
John Tucker, PhD
China
Jack Zhen
Transworld Capital Group
Japan
Tsutomu Mori
Biocomm2
Israel
Alf Fischbein, MD
Brazil
Fundaçäo Biominas
Eduardo Soares
India
BioEnterprise Asia
Gurinder Shahi
Meeta Patnaik, MD
Taiwan
Hun Chi Lin, PhD
ITRI
Australia
Andy Gearing, PhD
Biocomm2
4
Representative Clients
5
Seth Yakatan
• In excess of 20 years experience as a corporate finance professional
• In excess of 4 years on a direct investment basis as a venture capitalist
• In excess of 6 years as a merchant banker; part of a group with over
$5 billion under management at Union Bank of California, N.A.
• Founded Katan eight years ago, completed:
– Sale of assets of 9 biotechnology companies; transaction value > $150.0
million
– Advised on 4 successfully completed, early-stage, partnering assignments,
with value generated for clients in excess of $410.0 million
– For the past seven years, Mr. Yakatan has served as a faculty member for
the BIO Annual Meeting Executive Workshop Series
• Mr. Yakatan holds a BS in History and Public Affairs from the
University of Denver and a MBA from the University of California,
Irvine, Graduate School of Management.
6
Seth Yakatan Track Record page #1
Company
Description
Vintage
Role
Status
R2 Medical Systems, Inc.
Ventana Growth Funds Investment
91 - 93
Analyst
Acquired by Cardiotronic Systems in 1994
BioCryst Pharmaceuticals, Inc.
Venture Growth Funds Investment
91 - 93
Analyst
IPO in 1994
ANEW, Inc
Sureste Ventures Investment
93 - 95
Associate
Acquired by PEMEX in 1996
Triton Cellular
UBOC Private Equity Investment
96 -97
Assistant VP
Acquired by RCC, Inc, in 2001for $1.2 billion
Triton PCS
UBOC Private Equity Investment
96 - 97
Assistant VP
Operates as SunCom; $1.1 billion market cap
LBI Holdings II
UBOC Sub-Debt Investment
97 -98
Negotiated, Advised
Company on terms
Largest Private Hispanic Media Firm in USA
Ancora Management
UBOC Private Equity Investment
98 - 99
Assistant VP
Acquired by Pitney Bowes in 2004
Heritage Marketing
Group
UBOC Private Equity Investment
98 - 99
Sourced, VP
Acquired by Rock-Tenn Co. in 2002
Helicon Cable
UBOC Sub-Debt Investment
98 - 99
Sourced, VP
Acquired by Charter Communications in 2000
Sol PCS
UBOC Private Equity Investment
99 -00
Sourced, VP
Acquired by VoiceStream in 2001 for $300.0 million, 13.3x
return 1100% IRR
R&R Media, Inc.
UBOC Equity Sponsor Transaction
99- 00
Managed Transaction
Arranged financing for Private Equity Firm’s acquisition of this asset
Classic Cable, Inc.
Sell Side M&A
99 -00
Co-Led Transaction
Divested Tower Communication Portfolio for $225.0 million
Cygnus Business Media
UBOC Equity Sponsor Transaction
00 -01
Managed Transaction
Arranged financing for Private Equity Firm’s acquisition of this asset
Korea Times
UBOC Equity Sponsor Transaction
00 -01
Managed Transaction
Arranged financing for Private Equity Firm’s acquisition of this asset
7
Seth Yakatan Track Record page #2
Company
Description
Vintage
Role
Status
Sourced, Managed
Transaction
Acquired by Harvard Bioscience, Inc.
Managed Transaction
Advisor
Advisor
Advisor
Acquired by Milipore for 4.1x revenues
On-going
Terminated post Sanofi Merger
Created 4 portfolio companies
Inovio, Inc.
CPG, Inc.
Katan Sell-Side Mandate
Katan Sell-Side Mandate
Stressgen, Inc.
MTI, Inc.
Biocomm
$203.0 million partnership with Roche
Regional Venture Capital Fund
01- 02
01- 02
01 - 02
02 - 03
02 -03
DermaTrends
Stressgen Reagents
Pharmaceutical Partnership
Katan M&A Advisory
03 -04
04 -05
DCI USA
Business Development Company
Premiere US Institution
External BOD
Advisor
Advisor
On going
Restructuring
Company formation
04 04 -07
04 -
XL Tech Group
Debt Facility
05 -06
Managed Transaction
Arranged $35. 0 million financing
Nventa Pharmaceuticals
$40.0 million partnership with Aventis
Negotiated, Advised
Company on terms
M&A Advisor
On-going
Acquired by Assay Designs in 2005
Assisted CEO in broad restructuring of company
Assist in new company formation process
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Agenda
•
•
•
•
•
•
Risk & Milestones
How I Do It
Business Plan 101
Specific Criteria
A Few More Tips
Q&A
9
Risks & Milestones
Seth Yakatan
Katan Associates
March 2, 2010
Calit2 Auditorium
10
Milestones ???
11
Risk
Commercialization
Most new technologies go through a long maturity-this
can take up to 20 years development cycle before
they reach commercialization
”Debugging”
”Early
Hype”
Value
Risk
”Dissapointments
and disillusion”
Time
12
Milestones of Development
IP Creation
Invention:
Functional
Basic Research
Proof of
Concept
NSF, NIH
Corporate Research
SBIR Phase I
Angels
Corporations
Technology Labs
SBIR Phase II
Business
Validation
New Firm
or Program
Viable
Business
Early-Stage
Technology
Development
Product
Development
Production /
Marketing
VC
Equity
Debt
Capital Markets
Taken from “Between Invention and Innovation An Analysis of Funding for Early-Stage Technology Development”
13
Prepared for NIST Economic Assessment Office November 2002, page 33
An Example…
Milestone 2 Timeline
Milestone 1 Timeline
Preparation of IND for First Drug/Implant Combination
Selection of First Drug/Implant Selection for PK Studies
Insero Short-Term Milestones
Use of Funds
Q1
2009
Q2
2009
Milestone 1
Selection of First Drug/Implant Candidate for PK
Indapamide Feasibility Study
100,001
Enalapril Feasibility Study
99,999
Finalize license from Indevus
Selection of 1st Drug/Implant Candiadte
99,999
100,001
Q3
2009
Q4
2009
Q1
2010
Q2
2010
Q3
2010
250,000
200,000
200,000
250,000
52,000
46,000
52,000
0
0
0
0
150,000
Total
252,000
246,000
302,000
0
0
0
0
800,000
1,498,000
1,252,000
Q1
2009
Milestone 2
Preparation of IND for 1st Drug/Impant Combination
Retain regulatory consultant
Meet with Ethics Advisors
Optimization Studies
PK Study
Statistical Analysis
Complete Pre-IND Meeting with FDA/TGA
Preparation of IND for 1st Drug/Implant
200,000
200,000
250,000
Insero G&A Burn
Cash-Post Series A
Investment of $1,750,000
Insero Short-Term Milestones
Use of Funds
Total
650,000
Q2
2009
Q3
2009
Q4
2009
Q1
2010
Q2
2010
6,000
9,000
12,500
37,500
39,267
9,000
37,500
9,000
117,800
12,500
78,533
50,000
37,500
37,500
Q3
2010
Total
33,000
50,000
75,000
235,600
50,000
50,000
Milestone 2 Cash
43,500
98,267
176,800
175,033
Insero G&A Burn
0
59,500
57,000
57,000
57,000
493,600
230,500
Total
43,500
157,767
233,800
232,033
57,000
724,100
Cash-Post Series A
Investment of $1,750,000
906,500
748,733
514,933
282,900
225,900
950,000
Copyright © 2007. All Rights Reserved. Confidential Property of GenXL LLC.
Copyright © 2007. All Rights Reserved. Confidential Property of GenXL LLC.
Milestone 3 Timeline
IND Filing for First Drug/Implant Combination
Insero Short-Term Milestones
Use of Funds
Q1
2009
Q2
2009
Q3
2009
Q4
2009
Q1
2010
Q2
2010
0
0
0
0
0
0
Q3
2010
Total
75,000
75,000
75,000
75,000
Milestone 3
IND Filing
IND Submission
IND Granted
Milestone 3 Cash
Cash-Post Series A
Investment of $1,750,000
150,900
14
Copyright © 2007. All Rights Reserved. Confidential Property of GenXL LLC.
An Example…
Milestone 1 Timeline
Selection of First Drug/Implant Selection for PK Studies
Insero Short-Term Milestones
Use of Funds
Q1
2009
Q2
2009
Milestone 1
Selection of First Drug/Implant Candidate for PK
Indapamide Feasibility Study
100,001
Enalapril Feasibility Study
99,999
Finalize license from Indevus
Selection of 1st Drug/Implant Candiadte
99,999
100,001
200,000
Insero G&A Burn
Q3
2009
Q4
2009
Q1
2010
Q2
2010
Q3
2010
Total
250,000
200,000
200,000
250,000
200,000
250,000
650,000
52,000
46,000
52,000
0
0
0
0
150,000
Total
252,000
246,000
302,000
0
0
0
0
800,000
Cash-Post Series A
Investment of $1,750,000
1,498,000
1,252,000
950,000
Copyright © 2007. All Rights Reserved. Confidential Property of GenXL LLC.
15
An Example…
Milestone 2 Timeline
Preparation of IND for First Drug/Implant Combination
Insero Short-Term Milestones
Use of Funds
Q1
2009
Milestone 2
Preparation of IND for 1st Drug/Impant Combination
Retain regulatory consultant
Meet with Ethics Advisors
Optimization Studies
PK Study
Statistical Analysis
Complete Pre-IND Meeting with FDA/TGA
Preparation of IND for 1st Drug/Implant
Q2
2009
Q3
2009
Q4
2009
Q1
2010
Q2
2010
6,000
9,000
12,500
37,500
39,267
9,000
37,500
9,000
117,800
12,500
78,533
50,000
37,500
33,000
50,000
75,000
235,600
50,000
50,000
493,600
37,500
Q3
2010
Total
Milestone 2 Cash
43,500
98,267
176,800
175,033
Insero G&A Burn
0
59,500
57,000
57,000
57,000
230,500
Total
43,500
157,767
233,800
232,033
57,000
724,100
Cash-Post Series A
Investment of $1,750,000
906,500
748,733
514,933
282,900
225,900
Copyright © 2007. All Rights Reserved. Confidential Property of GenXL LLC.
16
An Example…
Milestone 3 Timeline
IND Filing for First Drug/Implant Combination
Insero Short-Term Milestones
Use of Funds
Q1
2009
Q2
2009
Q3
2009
Q4
2009
Q1
2010
Q2
2010
Q3
2010
Total
75,000
75,000
75,000
75,000
Milestone 3
IND Filing
IND Submission
IND Granted
Milestone 3 Cash
Cash-Post Series A
Investment of $1,750,000
0
0
0
0
0
0
150,900
Copyright © 2007. All Rights Reserved. Confidential Property of GenXL LLC.
17
Why are Milestones Important?
• Achievement of them
de-risks projects
• Lower risk, higher
value
18
Are you ready to start today ?
•
•
•
•
•
What do you have?
Why is it novel?
What is the market?
At what stage of development is it?
Can one technology support the formation of an entire
company?
• Who can help ?
• Where do I get $$$$$$$ ?
19
DP’s Issues
• Inability to tell the story properly
• Failure to meet or respect the time frame
• Failure to explain the value proposition
• Failure to disclose issues up-front
• Lack of knowledge of the competitive landscape
20
It IS a Tough Road
• There is a high failure rate in new ventures
– Approximately 20% are successful in obtaining more than 1 round of
capital
• VC’s strive for failure rates of 80% on investments
– 5 in 10 investments fail
– 3 in 10 investments breakeven
– 2 in 10 investments succeed
• A 2009 report by PriceWaterhouseCoopers indicates that only
10% to 30% of venture capital funds produce profit-generating
firms
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Would You Have Invested?
22
How I Do It
Seth Yakatan
Katan Associates
March 2, 2010
Calit2 Auditorium
23
Our Criteria – K. I. S. S.
• Do we believe that the people involved can get the job
done?
• Does the product/technology/company have a sustainable
competitive advantage?
• Do we share similar expectations of value and outcomes?
• Can we add value to the company/process given our
involvement?
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4 Easy Steps
•
•
•
•
Elevator Pitch
Presentation
Executive Summary
Plan
–
–
–
–
–
–
–
Executive Summary
Products or Services
Market Need (Marketing ??)
Market Potential
Competitive Advantage
Management
Financial Overview
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The Elevator Pitch
• Do we know what this is ???
• An elevator pitch (or elevator speech) is a brief overview of
an idea for a product, service, or project.
• The pitch is so called because it can be delivered in the time
span of an elevator ride (say, thirty seconds or 100-150
words).
• Part Mission Statement
• Part Positioning Statement
26
Presentation
• Use as a high level outline for the business plan
–
–
–
–
–
–
–
Executive Summary
Products or Services
Market Need
Market Potential
Competitive Advantage
Management
Financial Overview
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Executive Summary
•
•
•
•
•
•
•
•
Most important piece of the Plan
Begin with the Elevator Pitch
Talk about product / service
Highlight Market
Promote Management
Use of Proceeds
Ask for the $$$
What is the value ?
28
Business Plan
•
•
•
•
•
•
•
Executive Summary
Products or Services
Market Need
Market Potential
Competitive Advantage
Management
Financial Overview
29
Business Plan 101
Seth Yakatan
Katan Associates
March 2, 2010
Calit2 Auditorium
30
What is a Business Plan ??
• A business plan is any plan that works for a
business to look ahead, allocate resources, focus on
key points, and prepare for problems and
opportunities
• Plans don't sell new business ideas to investors.
People do. Investors invest in people, not ideas. The
plan, though necessary, is only a way to present
information
31
Purpose
• Business planning is about results
• You need to make the contents of your plan match
your purpose
• Don't accept a standard outline just because it's
there
32
Key Factors
•
•
•
•
•
Simplicity
Believability
Focus
Management
Milestones
33
Key Mistakes
•
•
•
•
•
•
•
Management
Competition
Idea / Technology inflation
Belief in the market
Valuation or Lack of Valuation
Answering questions
Lack of milestones
34
ABRAHAM LINCOLN
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•
•
•
•
•
•
•
•
•
•
1831
1832
1834
1835
1836
1843
1848
1855
1856
1859
1860
Failed in Business
Lost bid for Illinois State Legislature
Failed in Business
Fiancé died
Suffered a nervous breakdown
Ran for Congress and Lost
Tried again for Congress and Lost
Ran for US Senate and Lost
Tried for Vice President and Lost
Lost bid for Senate again
Became 16th President of the US
35
Specific Criteria
Seth Yakatan
Katan Associates
March 2, 2010
Calit2 Auditorium
36
Business Plan
Katan’s Concepts
• Executive Summary
• Products or Services
• Market Need
• Market Potential
• Competitive Advantage
• Management
• Financial Overview
• Development pathway
• IP
• Technology overview
• BOD
• AB
Competition Requirements
• Executive Summary
• Products or Services
• Market Need
• Market Potential
• Competitive Advantage
• Management
• Financials
37
Some things to consider…
•
•
•
•
•
•
•
•
•
•
•
Does the plan explore an opportunity that is realistic?
Is the business model well thought out and have the potential to be effective?
Are there past benchmarks set that the plan can be measured against?
Is a significant initial investment required?
What is the length of the implementation process?
Does the business have the necessary tools to become a market leader?
Has a clear target customer been established?
Does the management team have the skills to succeed?
What are the projections for the venture to achieve profitability?
Is the plan concise and well written?
What will allow this business plan to have sustained success?
38
Executive Summary
• What problem are you solving?
• What is your business proposition for solving the
problem?
• Who are your customers?
• Who are your competitors?
• How viable is your business?
• How do you make money?
• Executive Summary is clear & effective as a stand-alone
document
39
Products or Services – What ?
•
•
•
•
What is the product or service?
What are its attributes?
Advantages and potential drawbacks?
Why/how is your product/service more
compelling than existing ones or the competition?
What is the stage of development?
• Do you have a proprietary position or intellectual
property protection planned or in place?)
40
Market Need – Why ?
• What specific conditions in the market have
created the problem you are solving?
• How will your product/service take advantage of
the opportunity?
• Who are your customers and what are their
attributes?
• Clearly define your potential customers and why
they will pay for your product or service
41
Market Potential – Why ??
• What are the characteristics of the market for your
product or service?
• How will you reach the market?
• How big is the market opportunity: number of potential
customers & annual sales?
• Can you narrow the market to a manageable segment?
• How will you dominate the market? e.g. through pricing,
quality, geography, etc?
• Is there a market niche where you will have competitive
advantage?
42
Competitive Advantage – How ?
•
•
•
•
•
Competitive Matrix: Who are your competitors?
Their strengths & weaknesses?
Your strengths & weaknesses?
How will you close the gap?
How easily can competition close gap?
43
Management – Who ?
• Who are key team members and their respective
roles?
• What are their relevant experiences and
accomplishments?
• What other areas of expertise are you lacking?
• When will you need additional team members?
44
Financials
•
•
•
•
•
Income Statement
Balance Sheet
Funds Required & Uses
Key Assumptions
Financial Model
45
A Few More Tips…
Seth Yakatan
Katan Associates
March 2, 2010
Calit2 Auditorium
46
I’m NOT That Smart…
47
REALLY I’m NOT…
48
Even Better Let Them Do the Work
49
Clayton Christensen:
Disruptive Technologies
• The term disruptive technology was coined by Clayton M. Christensen and
described in his 1997 book The Innovator's Dilemma.
Disruptive Technologies
Displaced
steam engines and internal-combustion
engines
horses and humans (for powering machines)
Hydraulic excavators
Cable-operated excavators
mini steel mills
vertically integrated Steel mills
minicomputers
mainframes
Container ships and containerization
"Break cargo" ships and stevedores
desktop publishing
traditional publishing
digital photography
originally, instant photography, now
increasingly all chemical photography
personal computers
minicomputers, workstations
50
Clayton Christensen:
Disruptive Technologies
• Main Principals
– 1. Companies listen to their customers, and strive to bring to the
market the products their customers ask for.
– 2. Small Markets Don’t Solve the Growth Needs of Large
Companies.
– 3. Markets that don’t exist can’t be analyzed: Get close to your
customers, learn their needs.
– 4. Technology Supply May Not Equal Market demand.
51
Valuation
„Trying to assess basic research by its
practicality is like trying to judge Mozart
by how much money the Salzburg
Festival brings in each year.“
Konrad Lorenz
52
Valuation
“Of the 300-odd public companies
in the biotechnology business,
8 have meaningful earnings from
selling products. The rest trade on
the strength (or weakness)
of their ideas. ”
M. Gianturco in Forbes
53
Definitions
Pre Money Valuation = notional amount of equity value prior to any equity investments
Pre Money Valuation + Invested Capital = Post Money Valuation
Price per share = Pre Money Valuation / Pre-Money Shares
+ $5 million =
$5 million
pre-money
$10 million
post money &
50% ownership
Taken from “Understanding Valuation: a venture Investor’s perspective”
Callow, etal, Boston Millenia Partners White Paper
54
Series A Valuations - Revealed
• Series A valuations are usually based on percentages - as in, how
much of the company does the venture capital fund want to own
• Most established venture funds have an established strategy of
owning a particular percentage of a company after a Series A
investment
• A typical, good fund will look to own 20% to 33% of a company
after the initial investment
• During a normal two-VC, syndicated Series A investment the startup
sells around half the company to the VC
• Raising $4 million? Pre-money of $4 million
• Raising $6 million? Pre-money of $6 million
55
Summary
Type of
valuation
Equity
multiples
(PE)
What it gives
you
Why people
use it
Common
equity
value only
Easy to
calculate
and understand
Enterprise
multiples
(Sales,
EBIT,
EBITDA)
Firm value
which can be
split into equity
value after
deducting net
debt
Avoids
distortions due
to accounting
policies (D&A
etc)
Tech.
value
DCF
Leveraged
value
Value of
products or
platform over
and above cash
Fundamental
value of a
company based
on cash flows
How much
debt a
company can
support
How much a
company can
be acquired for
and possible
routes of
finance
Easy to
calculate
and understand
Dependent on
business plan
not distorted by
market
sentiment
To estimate
how much a
financial buyer
can pay
Assesses
impact on
shareholders
However, life science companies are often loss making and not forecast to be profitable
over a 2-4 year time horizon
56
Valuation – football field example
Valuation overview
Valuation range
Enterprise value (US$ m)
70
Trading multiples
FV/sales 04
1.0x
80
90
110
120
130
140
150
1.4x
10.0x
FV/EBIT 04
100
13.0x
DCF (Implied FV/EBIT 04 multiple)
19.4x
13.5x
Precedent transactions
1.2x
1.6x
FV/sales 04
11.0x
FV/EBIT 04
14.0x
Implied multiples
US$ m
Implied multiples
FV/sales
2004E
2005E
71.2
73.7
1.0x
0.9x
1.1x
1.1x
1.3x
1.2x
1.4x
1.4x
1.5x
1.5x
1.7x
1.6x
1.8x
1.8x
2.0x
1.9x
2.1x
2.0x
FV/EBIT
2004E
2005E
7.3
10.1
9.6x
6.9x
11.0x
7.9x
12.3x
8.9x
13.7x
9.9x
15.1x
10.9x
16.4x
11.9x
17.8x
12.9x
19.2x
13.9x
20.5x
14.9x
FV/EBIT
+restr. costs
2004E
9.0
7.8x
8.9x
10.0x
11.1x
12.2x
13.3x
14.4x
15.6x
16.7x
This leads to a core valuation range
57
Data
Financing
Company
Stage
Data
Risk /
Value in
Uncertainty Millions
Seed
Incorporation
/ early
Development
Soft / Value
Proposition
Extremely
High
$1+
Series A (First
Inst Round)
Development
Validation /
Time to
Market
Very High
$3+
Series B
Shipping
product
Prelim
Revenue
High
$7.5+
Series C
Shipping
product
Predict
Revenue
Moderate
$10+
Mezz /Later
Shipping
product /
Profitable
Hard Data,
EBITDA, Net
Income
Low
$20 to
$50+
Taken from “Understanding Valuation: a venture Investor’s perspective”
Callow, etal, Boston Millenia Partners White Paper
58
The Exit
•
•
•
•
It there one ?
How realistic is it ?
What happens if there is none ?
Is that okay ?
59
Key Lessons for Success
•
•
•
•
•
•
•
Products must have large and near-term markets
Compatible corporate team
Level of funding sufficient to meet goals
Observant – follow market – don’t discard anything
Confidence in common sense
Be prepared for competition – new product pipeline
Need luck and smart friends
60
Q&A
Seth Yakatan
Katan Associates
March 2, 2010
Calit2 Auditorium
61