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Investment Business Plan

Con dentiality Agreement The undersigned reader of CARSWIPE’S Business Plan hereby acknowledges that the information provided is completely con dential and therefore the reader agrees not to disclose anything found in the business plan without the express written consent of CARSWIPE. It is also acknowledged by the reader that the information to be furnished in this business plan is in all aspects con dential in nature, other than information that is in the public domain through other means and that any disclosure or use of the same by the reader may cause serious harm and or damage to CARSWIPE. Upon request this business plan document will be immediately returned to CARSWIPE. This is a business plan. It does not imply an offer of any securities.

____________________ Signature

____________________ Printed Name

Overview CarSwipe is a mobile application that utilizes the techniques of gami cation within the car buying process. In addition, it is important to note that dealer partnerships enhance the quality of listings with veri cation. Ultimately, this interrelation leads to an experience that is the best in car buying.

Table of Contents Executive Summary

6

Product & Service Summary

6

Market Summary

7

Three Year Objectives

7

Keys to Success

7

Mission Statement

8

Financing Summary

8

Product & Services

9

Service Description

7

Industry Overview

10

Market Needs

10

Market Trends

10

Market Growth

11

Market Segmentation

11

Strategy & Implementation Summary

12

Management Team

13

SWOT Analysis

15

Competitive Comparison

15

Marketing Plan

16

Promotion Strategy

16

Financial Projections

17

Financial Highlights Financial Indicators Revenue Forecast Projected Pro t and Loss Projected Cash Flow Projected Balance Sheet Sensitivity Analysis Appendix

18 19 18 20 20 21 21 23

Table of Figures





Car buying process simpler & more effective for consumers and generates a steady stream of local and quali ed leads for car dealerships I n v e s t m e n t

Figure 1:

Organizational Chart

14

Figure 2:

Post-Financing Expenses

17

Figure 3:

Financial Highlights

18

Figure 4:

Financial Indicators

19

Figure 5:

Revenue Forecast

19

Figure 6:

Pro t & Loss

20

Figure 7:

Cash Flow

21

Figure 8:

Wages & Payroll

21

Figure 9:

Balance Sheet

21

Figure 10: Scenario Analysis

21

Figure 11: Break-Even Analysis

22

Figure 12: 12 Month Pro t & Loss

23

Figure 13: 12 Month Cash Flow Statement

24

B u s i n e s s

P l a n

Veri ed vehicle listings Contact a salesperson instantly Get directions to the dealership Save your favorite cars Share your favorite cars with friends

Executive Summary Carswipe, the company, is a mobile application that targets the untapped mobile shopping market for automobiles. There is no company in the market which has effectively accommodated the unique preferences of mobile users. Carswipe is a mobile application entirely focused around mobile users that makes the car buying process simpler and more effective for consumers and generates a steady stream of local and quali ed leads for car dealerships. The company is seeking an equity investment of $2,000,000 to be applied towards the commercialization of the mobile application. The following business plan presents the existing void in the mobile automotive shopping market, the solution that CarSwipe delivers, and its approach to generating a pro table exit within ve years.

6

Product & Service Summary Carswipe delivers value for car buyers and sellers. Car sellers generate a steady and reliable stream of quali ed local leads veri ed from their mobile device. Car buyers receive a simpli ed mobile shopping experience on their mobile device which is easier to use, more user friendly, and effective than any existing alternative in the mobile space. Although Carswipe will be generating revenue from auto dealerships, it must create value for car buyers in order to consistently generate quali ed leads for privately owned and franchise dealerships.

Market Summary Despite the technological advancements introduced in recent years, there has been a forecast by Pricewaterhouse Coopers for the number of automobiles sold within the United States to remain relatively unchanged . In part, this is due to an expectation of slow autonomous car adoption. Furthermore, expected economic factors such as increased interest rates and slow GDP growth contribute to this trend as well. Even though the trend showcases an unchanged number of total sales, it is expected that younger automotive b u ye r s w i l l b e g i n t o h ave a n increasing share of this demand. As a result, there should be growth in the demand of millennials despite the relatively modest changes in overall demand. Globally, it is worth noting that expansion in the number of automobiles sold is expected. So, it would be possible to eventually expand to larger markets after successful deployment within the United States is attained.

Three Year Objectives Carswipe has the following three year objectives: Ÿ Ÿ Ÿ Ÿ Ÿ Ÿ

Scale to an estimated X number of users in the rst year and grow at least by 100% per year. Acquire at least X number of dealerships to purchase leads or subscribe to the monthly service. Maintain a pro t margin comparable to the mobile application market of 20% or higher. Have a presence of inventory and dealerships within all fty US states and Canadian providences. Perform extensive consumer level marketing to ensure consistent mobile app adoption. Form strategic partnerships with dealership marketing companies and others in the retail vertical.

Keys to Success Carswipe has identi ed the following as keys to success: Ÿ Ÿ Ÿ Ÿ Ÿ Ÿ

Consistently research and improve the user experience for car shopping on mobile devices. Be the leading option for car shopping on mobile devices within the United States. Generate higher quality leads for car dealerships by user authentication from the mobile device. Generate more targeted leads for car dealerships by the application’s GPS targeting techniques. Consistently have a robust, diverse, and steady inventory of cars to view on the mobile app. Stay ahead of market trends such as the introduction of Internet based car buying.

1 PricewaterhouseCoopers Study, http://www.strategyand.pwc.com/perspectives/2016-auto-industry-trends

Investment Business Plan

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Mission Statement The mission of Carswipe is become the leader in mobile car shopping by consistently researching and implementing ways to optimize the car buying experience for anyone with a mobile device.

Financing Summary CarSwipe is seeking an investment of $2,000,000 at a valuation of $13,333,333 of preferred equity with the target exit strategy of a strategic acquisition within ve years. The owners have already invested $50,000 in order to complete the research, design, development, and hosting of the mobile application. Therefore, the use of funds will be applied for commercialization and scaling of the application. The complete set of nancial projections and their assumptions have been listed in the appropriate Financial Projections section of the business plan.

8

The owners have already invested $50,000 in order to complete the Research, Design, & Development.

Product & Services Product & Service Description Carswipe serves both consumers and car dealerships more effectively than any existing alternative. There are presently no options that have been entirely engineered around mobile consumers, most existing market players have merely adapted their existing desktop and web applications – creating an inferior mobile experience. The fact that Carswipe has been entirely engineered around mobile applications generates several unique selling propositions for both consumers and car dealerships.

Consumers Easier to Use: The existing options for mobile consumers consist of adjusted version of desktop and web applications. The fact that Carswipe is speci cally engineered for mobile devices and the consumer preferences for mobile devices makes it substantially easier to use than any existing alternative. Ÿ Geo-Targeted: Existing alternates search based on the consumer’s zip code. In some areas, the same zip code may still mean a commute of several hours and there is no method of determining the proximity relative to the user. The mobile application uses the GPS of smartphones to show cars within the closest proximity to the buyer. Ÿ Veri ed car listings: Many existing options for car buyers do not have veri ed listings; there is no method of ltering the quality of the cars. This is highly problematic because individuals not dealing with an authorized dealer can be duped from any myriad of scams. Carswipe is safer to use than any alternative that has less efficient ltering and quality control procedures. Ÿ

Car Dealerships Veri ed User Information: Mobile devices authenticate users more effectively than desktop applications. Moreover, they deliver users within a closer proximity to the car seller, meaning that the leads are more likely to show-up at the dealership given that they do not need to commute a great distance. Ÿ Flexible Pricing Model: Dealerships may either pay-per-lead or pay a monthly subscription fee in order to receive an unlimited amount of leads. This pricing model enables the company to be affordable for smaller dealerships that prefer performance based marketing strategies and also larger dealerships with large inventory which would prefer a at monthly rate rather than incurring unsustainable monthly expenses. Ÿ

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Industry Overview Market Needs

Market Trends

Car dealerships continually search for methods to increase sales. While technology has made an impact in the sales plan of many dealers, there is still a disconnect between many millennials. In part, the disconnect can be due to an overwhelming number of options that are available. In order to combat this issue, an engaging application was created to bridge this disconnect.

Market Trends Despite the technological advancements introduced in recent years, there has been a forecast by Pr i c e w a t e r h o u s e Co o p e r s fo r t h e n u m b e r o f automobiles sold within the United States to remain relatively unchanged. In part, this is due to an expectation of slow autonomous car adoption. Furthermore, expected economic factors such as increased interest rates and slow GDP growth contribute to this trend as well.

20 15 10

Even though the trend showcases an unchanged number of total sales, it is expected that younger automotive buyers will begin to have an increasing share of this demand. As a result, there should be growth in the demand of millennials despite the relatively modest changes in overall demand. Globally, it is worth noting that expansion in the number of automobiles sold is expected. So, it would be possible to eventually expand to larger markets after successful deployment within the United States is attained. 2 PricewaterhouseCoopers Study, http://www.strategyand.pwc.com/perspectives/2016-auto-industry-trends

10

Forecasted Automotive Sales

25

Sales (in millions)

CarSwipe allows car dealerships to connect with this lucrative target group in a veri ed process. Rather than attempting to connect with all potential buyers, CarSwipe has been able to create a unique approach that is tailored to a younger generation.

Despite the technological advancements introduced in recent years, there has been a forecast by Pr i c e w a t e r h o u s e Co o p e r s fo r t h e n u m b e r o f automobiles sold within the United States to remain relatively unchanged . In part, this is due to an expectation of slow autonomous car adoption. Furthermore, expected economic factors such as increased interest rates and slow GDP growth contribute to this trend as well.

5 0 2015

2025

North America

Even though the trend showcases an unchanged number of total sales, it is expected that younger automotive buyers will begin to have an increasing share of this demand. As a result, there should be growth in the demand of millennials despite the relatively modest changes in overall demand. Globally, it is worth noting that expansion in the number of automobiles sold is expected. So, it would be possible to eventually expand to larger markets after successful deployment within the United States is attained.

Market Growth In North America, there is an expectation for the continued growth rates in smartphone ownership within the foreseeable future. While the potential customers able to utilize CarSwipe would likely increase, there is uncertainty regarding the extent to relation of these trends.

Smartphone User and Penetration in North America, by Country, 2014-2019 millions and % of mobile phone users

Note: individuals of any age who own at least one smartphone and use the smartphone(s) at least once per month Source: eMarketer, July 2015

Although some may think proportionate user growth could be expected, CarSwipe believes that this assumption may underestimate the extent to which younger user would be inclined to review the product. Instead, it would be recommended to analyze the trend based on the assumption that user growth among new smartphone users will exceed proportional relationships that may have been present in earlier time periods. Of course, continual adjustment to this analysis should be completed on a regular basis in order to update stakeholders in the operation of CarSwipe.

Market Segmentation Car Buyers There are many segments of car buyers in the United States and abroad, which may be further segmented in to used car buyers, and within that, millennial used car buyers. However, Carswipe may be used by anyone in the market for a car. Given the rate of smartphone penetration over the past ten ye a r s, n e a r l y a l l co n s u m e r s a c ro s s e ve r y demographic in North America owns a smartphone and regularly downloads mobile applications. Therefore, Carswipe may be used by 73% of people in North America. It marketing efforts will target mobile users through in-app marketing and behavioral search marketing – targeting consumers that have expressed an interest in purchasing a new car, as well as display advertisement promoting the application download on content websites that provide information about used cars.

Automotive Dealerships In general, there are two types of car dealerships in the market. The rst are franchise dealers, which represent car manufacturers. According to a report that NADA published for 2015, there are approximately 17540 franchised automotive dealerships in the United States. The second group is considered independent dealers, which are not associated with a particular manufacturer. According to a report by IBIS World Industry Research published May 2016, there are 128,850 independent used car dealerships representing a total of $106 B worth of sales. Both market segments are pro table for Carswipe and it will target both through a combination of business development and strategic partnerships.

Investment Business Plan

11

Strategy & Implementation Summary The strategy of Carswipe may be segmented into three primary activities including conversions for consumers, conversions for dealers, and research & development. The dealership conversion efforts will primarily consist of business development through personal selling and having account managers to represent clients by geographic area and size. The consumer level conversion will primarily be done through in-app marketing, mobile application search optimization, display marketing on car related websites, and behavioral targeting of consumers who have expressed an interest in car buying based on their search behavior.

12

The third component of the business strategy focuses on the mobile application development. The technology will be regularly re ned in order to adapt to the dynamic mobile landscape. The preferences and behavior of mobile consumers has been known to be dynamic based upon the hardware capabilities and application preferences. For instance, larger screens, more accessible mobile plans, and more powerful processes make many mobile phones a substitute for activities that would otherwise be done on a PC. Hence, the mobile application market will continue to transform and staying relevant means adapting to consistently be ahead of the curve for consumer preferences.

Management Team

John Doe

Susan Miller

Chief Executive Officer

Chief Operating Officer

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Kevin Jones

Adrian Wilcourt

Chief Financial Officer

Legal Compliance

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Investment Business Plan

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Organizational Chart

Board/Investors

Adrian Wilcourt Legal

John Deo CEO

Kevin Jones CFO

Sausan Miller COO

Marketing Director

Sales Director

Sales Reps

14

Accounting

Collections

SWOT Analysis Strengths Ÿ Ÿ Ÿ Ÿ Ÿ Ÿ

Functional application that has been positively received by users. Efficient and time-saving application for consumers as well as car dealers. Management team that has a technical background and understanding of the automotive industry. High pro t margin business model that is very lean and scalable. Enterprise level clients that are more stable than consumer mobile applications. The swiping business model has proven to be highly successful with Millennial consumers.

Competitive Comparison Within the automotive industry, there are numerous competitors that attempt to promote cars with print, desktop, and mobile platforms. While many claim to be unique, they tend to follow a business structure that relies on unveri ed listings that can be promoted for a speci ed fee structure. With that being noted, there are three examples listed below that showcase major classes of competitors. Ÿ

Weaknesses Ÿ Ÿ Ÿ Ÿ Ÿ Ÿ Ÿ

Desire funding for extensive promotional activities in order to enhance the user base. Need sales agents to promote the product to automotive dealers. Competitors that have a strong brand reputation that the company must build. The company most move quickly in order to closeout prospective competitors in the market. The company may work with individuals attempting to sell their car directly. Continual improvement upon the underlying algorithms could lead to a social component. Underlying data could be collected from the application and sold in order for car manufacturers.

Organizational Chart

Opportunities The dealership marketing services market has grown substantially in the past decade. Ÿ The existing options on the market are not aligned with modern selection techniques. Ÿ Many dealerships are highly competitive and always in need of more quali ed leads. Ÿ The pay per lead and monthly payment model is exible for dealerships. Ÿ

Threats New and existing competitors could enhance their products to compete more directly. Ÿ Dealerships may be deterred from the expense associated with the application. Ÿ Consumers may choose to utilize ride-sharing services rather than purchasing automobiles. Ÿ

Wyper: This is a mobile application that has an interface that is similar to CarSwipe. With this application, the underlying search results are powered by a company known as AU.TO. Since the underlying results are unveri ed and customer leads have been anonymized, revenue appears to be primarily generated from the advertisements displayed. The estimated number of downloads on Android devices is between one and ve thousand. At the moment, this is the most signi cant application that utilizes a swipe interface.

Ÿ

Cars.com: This entity provides a traditional search method on both a mobile and a desktop platform. With this service, revenue is generated primarily from dealerships and individuals that are attempting to sell their vehicles. The estimated number of downloads on Android devices is between one and ve million. While this is an example of a successful platform, it is relatively undifferentiated with many other applications that perform similar services.

Ÿ

TrueCar: This entity provides an option for consumers to search for automobiles on both a mobile and a desktop platform. The main mantra of this company is to provide transparent information for consumers in order to avoid traditional haggling techniques. This service receives revenue from certi ed dealers, automobile manufacturers, and third-party service providers. The estimated number of downloads on Android devices is between one and ve million. Given the success of this application, it is interesting to note that there does not seem to be any other platforms that has garnered success through price transparency.

In contrast, CarSwipe is an application that utilizes veri ed listings from car dealers and entertains buyers with a convenient and entertaining format. Ultimately, the goal of this application is to be the #1 car buying and selling mobile resource.

Investment Business Plan

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Marketing Plan The marketing efforts of CarSwipe may be divided into two segments including enterprise dealership clients and individual retail consumers. The enterprise dealership clients may be acquired through the formation of strategic partnerships with dealership marketing agencies and other synergistic companies. A business development team will also represent the company when approaching new dealerships to offer leads to be generated.

Promotion Strategy Targeted Marketing This application will be promoted primarily through advertisements within social media applications that allow efficient customer acquisitions to occur. While the focus on individual services may vary, it is important to keep in mind the ideal target market. In this case, it happens to be millennials that are interested in purchasing automobiles.

Public Relations In order to build a positive brand image, public relation activities are quite important. In essence, expenses will be incurred by the company in order to satisfy potential customer complaints as well as questions regarding the services offered by CarSwipe. Simply put, these will be operational expenses that may or may not require the utilization of full-time help.

16

Direct Sales Hiring sales representatives will contribute towards the success of CarSwipe by enabling direct selling aimed at convincing car dealerships to pay for highquality leads that could lead to higher dealership sales. While the representative responsibilities will include a variety of sales tactics, it is important for them to remember that their goal is to add value to both dealers and consumers. By understanding this motive, it will lead these salespeople to showcase principles of integrity and a motivational attitude.

Financial Projections The following set of nancial projections provide a three-year projection period based on an initial investment of $2,000,000 at a valuation of $10,000,000 offering 20% of preferred equity. Given the estimates set-forth in the nancial projections this would deliver a payback period within ve years and a return on equity in excess of 81%. For the valuation, a EBITDA multiple of 13.3 based on the industry standard for Internet Businesses of similar comparable acquisition of consumer facing mobile applications with stable enterprise client with a discount rate of 7.0%. In actuality, the multiple from a strategic acquirer could be as high as 40 times earnings. Startup Expenses Sales & Marketing

Startup Liabilities 6,500

Conferences & Seminars

350

Legal and Professional Fees

1,250

Travel

500

Professional Services

2,500

Office Rental & Expenses

3,500

Insurance

800

Hosting & Utilities

450

Misc Startup Expenses

2,300

Total Startup Expenses

$18,150

Liabilities and Capital Current Borrowing

-

Long-Term Liabilities

-

Accounts Payable

-

Other Current Liabilities

-

Startup Investments Planned Investment Owner

-

Investor

2,000,000

Total Planned Investment

$2,000,000

Startup Assets Startup Funding

Working Capital (Cash On Hand 1,924,350 Deposits & Fees

2,500

Software Development

50,000

Furniture & Supplies Total Startup Assets

5,000

Total Liabilities

-

Total Planned Investment Total Funding

2,000,000 $2,000,000

$1,981,850

Total Requirements Total Startup Expenses Total Startup Assets Total Requirements

18,150 1,981,850 $2,000,000

Public Comparables (COMPS) Company Valuation Year 1

Year 2

Year 3

Financial Performance Revenue EBITDA

32,306,613

73,041,038

235,978,737

826,525

3,352,774

14,096,291

Internet Business & Services Revenue Multiple

2.7

2.7

2.7

EBIT Multiple

13.3

13.3

13.3

Risk Discount Factor

7.0%

6.0%

6.0%

$10,238,661

$41,979,411

$176,496,841

Company Valuation

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Financial Highlights The nancial highlights are how the company is projected to perform over the course of the next twelve months and three to ve years. The projections are based on comparable facilities based on estimated revenue range and size, along with geographic location. We have assumed that for at least the rst sixmonths of post-money nancing that expenses may be greater than revenues while the company invests into growth.

Financial Highlights ($000)

Projected Operating Highlights By Year ($000)

Projected Revenues by Year ($000)

2,50,000

2,50,000

2,00,000

Revenue

1,50,000

Gross Margin

1,00,000

2,00,000 1,50,000 1,00,000

EBITDA 50,000

50,000

0

0 Year 1

Year 2

Year 3

Year 1

Year 2

Year 3

Projected Net Income by Year ($000)

Projected Operating Highlights By Year ($000) 16000

2,5,000 20,000

Net Cash Flow

15,000

Cash Balance

14000 12000

10,000

10000

5,000

8000 6000

0 Year 1

Year 2

Year 3

4000 2000 0 Year 1

18

Year 2

Year 3

Financial Indicators The company believes that it can reach an increasing net pro t margin due to economies of scale. Through investments in capital expenditures, it may decrease its general and administrative expenses. Financial indicators are based upon the performance of comparable companies in the same asset class, revenue range and age both from publicly available information and our internal database of research.

Financial Ratios Gross Margin

7%

Net Pro t Margin

EBITDA to Revenue

6% 5% 4% 3% 2% 1% 0% Year 1

Year 3

Year 2

Revenue by Year

Revenue Forecast

2,50,000 2,00,000 1,50,000 1,00,000 50,000 0 Year 1

Year 2

Year 3

Year 1 Revenue Monthly 9,000,000 8,000,000 7,000,000 6,000,000 5,000,000 4,000,000 3,000,000 2,000,000 1,000,000 0 Month 1

Month 2

Month 3

Month 4

Month 5

Month 6

Month 7

Month 8

Month 9

Month 10

Month 11

Month 12

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Projected Pro t and Loss The pro t and loss assume that the company will have margins at a comparable level to companies within its industry. While management might not have incurred exactly for future operating expenses, they have been assumed to reasonable reach comparable pro t margins to industry comparables. The management will operate with minimal expenditures to focus on R&D and commercialization expenses until the company has sufficient income to support dividend distribution. Projected Cash Flow Pro Forma Cash Flow

Pro Forma Pro t and Loss

Year 1 Cash 3,000,000 Net Cash Flow

Cash Balance

2,500,000

2,000,000

1,500,000

1,000,000

500,000

Month 1

(500,000)

20

Month 2

Month 3

Month 4

Month 5

Month 6

Month 7

Month 8

Month 9

Month 10

Month 11

Month 12

Wages & Payroll Most expenses will be allocated towards development and sales. The employees will be paid competitive wages so that the company can acquire and retain top talent and compete with large competitors. As the company grows, it may work in options and bonuses into the salaries, but will focus on a straight full-time salary with bene ts for employees.

Projected Balance Sheet The projected balance sheet assumes that there are no dividend draws and all cash ow is re-invested back into the company at the end of the year. The balance sheet does not assume any line of credits or account receivables that are outstanding at the end of the year and that the company will have paid off all liabilities. Likewise, it assumes that all accounts will pay within thirty-days and there will be no delinquency of payments. Projected Balance Sheet

Sensitivity Analysis

Revenue $90,000,000

Best case

Monthly Likely

Worst Case

$80,000,000 $70,000,000 $60,000,000 $50,000,000 $40,000,000 $30,000,000 $20,000,000 $10,000,000 $Year 1

Year 2

Year 3

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Break-Even Analysis

Breakeven Analysis $1,200,000

COST - VOLUME - PROFIT

$1,000,000

$800,000

$600,000

$400,000

$200,000

NET UNITS

22

4000

3750

3500

3250

3000

2750

2500

2250

2000

1750

1500

1250

1000

750

500

250

0

$0

Appendix

Public Comparables (COMPS) Company Valuation

23

Investment Business Plan

24

Appendix