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How to Target and Land Financing
for Your Start-Up
The Decathlon Metaphor
1995 TEN article by
George C. Levy, Ph.D., 313-930-6964, Infomatrix Inc.,
a hi-tech consulting firm in Ann Arbor, MI,
and Thomas S. Vaughn, J.D., 313-568-6800, Dykema Gossett PLLC,
a business and securities law firm in Detroit, MI.
The process of obtaining money to fund a new idea or start-up company,
can be frustrating and sometimes fatal for the new enterprise.
Often the entrepreneur chases prospective financing
that is not appropriate for his or her business opportunity.
While this can succeed occasionally,
the effort can sidetrack corporate management
just when they are most needed
to prove the business concept,
complete R & D, prepare for initial sales, etc.
In this article, we will discuss some of the factors
that can help you to succeed in fundraising
while continuing to develop your business concept.
Financing your start-up can be likened
to competing in a decathlon:
there are many events,
and you need to excel in several --
but to successfully compete,
it is important that you do a credible job
in all of the components of the competition.
Many of the points raised here require
a realistic assessment of your ideas
and the competitive situation you are likely to face
in several years
when your product is out there in the marketplace.
Unfortunately, most entrepreneurs
are not able to stand back and evaluate their plans
with a realistic view of market factors
and potential threats to their plan,
both through technology development (yours and theirs)
and other unknowns.
One way to proceed is to view the process
of financing your Company as sequential,
although in fact it is often necessary to overlap the stages.
Recognize that the overlapping of normally sequential events
adds risk to the process,
and it becomes important for the entrepreneur
to adroitly re-order their efforts
in response to changing conditions.
This is a very useful ability
in all aspects of corporate development.
The stages of the fundraising process can vary;
in this article a ten-step model will be presented --
the Decathlon model.
Step 1.
Evaluate your business concept and organization
as an opportunity:
its strengths and limits will help define
your potential capital sources.
Banks and other lenders evaluate the safety of their money,
focusing on the factors that ensure
that they will get their money back when it is due.
On the other hand,
venture capitalists and other early professional investors
are willing to risk their entire investment --
but only when a realistic possibility exists
that their investment will be multiplied many times.
Thus businesses that can initiate or dominate markets
that can grow only to $5 or $10 million
are not of interest to venture or seed funds,
in most cases.
Market opportunities of $100 Million or more excite investors --
provided they believe that you have the ability
to exploit the market opportunity,
and that your business can protect itself
from the future competition
that will certainly develop
once you have defined that opportunity.
The possibilities for funding
can also be defined by the quality of the management team.
A non-ideal market opportunity
can be made attractive
when the effort is led by management
that has succeeded before.
With an inexperienced management team,
it can be advantageous to add one or more seasoned members.
For most start-ups there is insufficient cash
to compensate seasoned managers,
making use of equity compensation common.
It is also common to initially build
an experienced management team with part-time staff.
Step 2.
Determine how much money you will need soon (and later)?
The glib answer is, "(much) more than you think".
Even without significant equipment or related capital needs,
it is surprising how much cash is needed
to fuel a start-up beyond the initial stage,
when the whole enterprise
is existing on sweat equity and chewing gum.
Many entrepreneurs think that
when they begin to sell product,
the cash crunch will be over.
When the product is shipped
and if sales are great,
this actually generates more cash needs --
not less.
Growth of 50%-200% per year,
common for high-tech start-ups,
typically requires cash to support growing receivables,
selling and product support costs,
and a myriad of other functions.
Sometimes it is possible to get customers
to fund the company's growth,
but this is not usually true.
Step 3.
Realize the likely type(s) and level of financing
your start-up will attract.
Most start-ups are initially funded
by the entrepreneur and his family or founding team.
But it is rare that the level of available funding
from these sources is sufficient.
Bank financing is not usually available
to start-ups unless fully collateralized
by deposits from the entrepreneur or a sponsor.
Even then,
the bank will be reticent unless it has confidence
in one or more of the principals.
It is helpful to have a founding team
which includes high liquid-net-worth individuals.
If your start-up is capable
of creating and defending one or more large market segments
(see Step 1),
then major venture capitalists
should be targets for your financing.
In a rare case,
the entrepreneur can choose
from many offers of seemingly unlimited funds.
Usually, funding of only $50-100k
is offered at the seed stage,
and $250-750k in the first full investment round.
If your concept does not address
the largest opportunity,
then regional SBIC or seed funds
may still consider funding you.
Individual investors,
including professional "angels" and "rich uncles",
can be the source of initial funds
beyond those provided directly by the founding team.
But these funds are generally inadequate
and it is necessary
to develop professional financing relationships
as early as possible.
When your start-up has been through due diligence
and received an investment
from a respected seed or venture capital group,
then additional investments are facilitated.
In some cases
(based largely on the type
of technology and potential products
to be developed),
federal, state, or commercial R & D funding
is an important source of early-stage financing.
In Michigan,
the non-profit organization, MERRA,
provides valuable assistance to start-up businesses
thinking about these sources of funding.
MERRA's services for start-up companies
are largely funded by an economic development grant
from the state of Michigan;
its phone number is 734-930-0033.
Step 4.
Complete the management team.
At a minimum,
the entrepreneur must be able
to name a management team
with financial, marketing,
and (if appropriate) technical leadership.
Identifying talented operations/manufacturing
and sales management may also be important.
Clearly, this team may not as yet all be on-board,
but you should have letters and accompanying vitae
indicating that they will join the start-up,
and on what basis and conditions.
When you complete the initial Business Plan (see Step 5),
the timetable and financing model
for the management team should be complete.
If you cannot identify an individual
for one or more of the critical management roles,
describe how the Company will effectively operate
until such members are found and recruited.
Remember, it is acceptable in all but the largest start-ups
to rely on part-time staff and consultants
to fill several management functions.
But the Business Plan needs
to include supporting documentation
regarding these people
and indications of commitment
of sufficient effort
over the necessary time period.
Although it may seem premature
to include a long-term management plan
in a Business Plan,
it is important to wrestle with a few issues
right at the start.
One issue important to investors
is the succession plan for CEO.
Obviously, investors must have a great deal
of confidence in the entrepreneur serving as CEO
at the time of the investment
even while recognizing that the entrepreneur
may not be an appropriate CEO at a future stage
of the Company's development.
Investors appreciate founders
who recognize this fact
and can define continuing personal roles
that will enhance the Company's future prospects.
Step 5.
Prepare for fundraising:
refine the business idea;
write the Business Plan and Executive Summary.
You may have already written
your initial business plan,
but most likely no formal plan is yet on paper.
It is critical that you do this now;
your (future) management team and other advisors
can assist you in completing and refining the Plan,
and in developing realistic
and complete financial projections and assumptions
(this is particularly difficult for inexperienced entrepreneurs).
It is important that you and your advisors
validate as many of your assumptions as is possible.
This is particularly true
for the Market Analysis and Competition sections.
Most entrepreneurs fail to recognize
that new competitors will arise
even if there are none at this time.
It is critical to recognize
competition from alternative approaches,
as well as possible direct competitors.
It is also crucial to realize
that some big companies can effectively
take over your market in a very short time.
After you have completed the Business Plan
and it has been critiqued by your advisors,
refine the Executive Summary.
This 1 to 4 page document
is all that will be read
by most of the potential investors
you will contact.
Keep it as short as possible,
but fill it with enticing information
about you and your business opportunity.
Step 6.
Evaluate & confirm the legal issues.
Before actually completing the Business Plan
and seeking financing,
review all of the legal aspects of your business.
This is one area where the help of outside experts
is critical because you need to anticipate
the due diligence (see Step 8) concerns
your investors will raise,
so that you have time to adequately resolve them --
preferably before they are even raised.
One key area of concern
will be your legal rights
to the intellectual property
underlying your business concepts.
If patent and trademark searches
have not yet been conducted
to be sure that your intellectual property
does not infringe the rights of others,
now is the time to do so.
Similarly, now is the time to put in place
strong agreements with employees and consultants
protecting the confidentiality of your proprietary information,
as well as confirming your rights
to intellectual property they may have assisted to develop.
When due diligence questions
about the validity of your intellectual property are raised,
you want quick, clean and clear responses.
Patent and trademark applications
should be filed at this time --
before proprietary ideas are exposed
to numerous investors who you don't know
and can't control.
You will also need to develop
a good confidentiality agreement
for potential investors to sign
and will need to decide just how much proprietary information
you will give to investors
and at what stage of your negotiations.
Other legal areas you need to be concerned about include:
Developing a clear written record
of all of your equity owners
and persons having legal rights to purchase your equity.
Putting in place written agreements
describing employment terms for management
and key consultants.
Understanding the limitations
that the securities laws
place on how you raise capital
so that you don't find yourself
in the position where you have to turn away
a ready, willing and able investor
because of a technical violation
of applicable rules.
Step 7.
Make contacts;
find lead investor(s).
Networking --
the key word for the 90's and beyond.
Recognize that most professional investors
do not select their investments
from business plans mailed to them.
Personal recommendations
from sophisticated members
of the entrepreneurial or investment community
count a great deal in getting the attention
of big money.
In Michigan,
regular participation at regional
Entrepreneurial meetings
sponsored by the Michigan Technology Council,
Ann Arbor's New Enterprise Forum,
the Southeastern Michigan Venture Group, etc.,
can be invaluable for identification of Angels,
Bankers friendly to small business,
venture capitalists, and others.
In addition, being familiar to these communities
will benefit management recruiting and satisfying other needs.
Once you have one or more initial outside investors,
they will act as advocates for your business;
their standing in the investment community
will affect your future financing,
as will known, strong members of the management team.
Step 8.
Begin due diligence.
The process of due diligence begins
when a potential investor or acquirer
asks questions about your current status
and business concepts.
Due Diligence practices vary significantly,
but almost always contain financial and legal reviews,
independent marketing and technical analysis
(the latter when appropriate),
personal and/or client reference checking,
and much more.
The process can distract company management,
stalling or reversing company development.
However, due diligence also produces information
that is highly useful to management
and is difficult to otherwise obtain.
Entrepreneurs rarely take the time
to develop this information
in the absence of the due diligence process.
Start-up companies may need assistance
in successfully meeting due diligence requirements.
This is particularly true in typical cases
where the entrepreneur has not kept
a complete paper trail on past events.
Step 9.
Close financing --
in stages if needed.
Completing new investments can be quite rapid
for financing from relatives or Angels,
but most venture funding requires 3 to 6 months or more
from first contact to closing.
The speed of closing investments
can be inversely related to the need for the money,
and the old axiom about seeking financing
when you don't need the money is valuable advice.
In reality, start-ups always need money,
but your financing plan should recognize that,
at certain times,
your business will be more attractive to others.
Success in funding can depend
on your skill and luck in timing,
as much as on other factors.
It can be helpful to Close initial funding
with one or more investors
while due diligence proceeds with others,
although it is important
to not make commitments
that are contingent on other possible investments.
You should also reward and protect your first investors
for their prescience.
Step 10.
Follow the Business Plan,
as it continually changes.
Your investors will expect you
to live up to your Business Plan.
The term sheet of most venture capital investments
punishes the founders with dilution
if the Company does not achieve goals
given in the Business Plan
(usually measured by financial performance).
Nevertheless, the Plan should be continually adapted
to changing circumstances,
so that you and your investors
have realistic expectations of the future.
An informed, but albeit disappointed, investor
is much easier to deal with than a surprised investor.
As a result, major changes in the Business Plan
should be considered by the Board of Directors,
usually with input from large investors.
In addition, this is typically the best time
to approach investors for revisions
in financial performance criteria.
Once you have actually missed the standard,
investors have little incentive to make such revisions.
Finish.
When you have successfully raised
your first round of external financing,
you will feel like you have just completed
a decathlon (or the one-event marathon).
But you will also be exhilarated and on your way.
The next challenge will be to spend those funds wisely
in the development of your business.
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