Tag Archives: Venture Capital

Could the “Experts” be right about Brexit?

In an alarming development Britons are starting to wonder if the “so called experts” might have something going for them.

We’ve believed for years (well ever since Michael Gove revealed in his Brexit speeches that experts are always wrong) that people who have studied a subject for decades can’t be right.

Tony Simonds, retired Sales Executive said: “The so-called experts are always telling you things are bad for you, and it was only after my second heart attack that I thought their advice about not having deep-fried black pudding for breakfast is probably correct.

“They might be right about smoking too, so I’m going to look into that, although it flies in the face of lots of stories about people who smoked 80 Capstan a day and lived to 100.”

Store Manager Vicky Thompson said: “I’d always assumed experts just liked sounding important.

“However that advice about leaving a safe distance between you and the car in front turned out to be correct. I’ll definitely be telling my friends once the concussion’s worn off.”

The public is now grudgingly accepting that experts may have valid opinions on other subjects, such as patting tigers, swimming far out to sea and even the state of our economy after Brexit

However, Van driver Nick Baker said: “There’s only one sort of experts I trust and that’s UFO experts. Finding out all that highly classified government information takes a lot of work and you have to respect that.”

With acknowledgements to thedailymash

What will make my business more attractive to Investors?

How to get Investment Investors have a lot of choice and you are in competition with all other investment opportunities, the final decision on which gets investment will be those with the best combination of good sustainable profit and lowest risk.

That may not be the highest profit, or the least risk, but an acceptable (to that Investor) mixture of the two.

The following will greatly help your chances of investment:

1. Know your market
- Show it is growing and sustainable (use facts)
- That you know the competition
- You can say what your competitive edge or uniqueness is
- What issue or need you will address
- Who will buy your product / service (your target customer)

2. Proof
Great ideas are a dime a dozen and investors have heard all the hype before, the more you can do to show your concept works and people will buy it, the better your chances of investment.
- Projects just at the idea stage seldom get funding
- For new products you at least need a prototype
- For services or retail you need at least some sales

3. Gain confidence in your ability to grow their investment and that you can work with the Investors
- Previous experience in this market
- Good work ethic and energy
- Confident, not arrogant, you must be open to input and be flexible
- Ideally an experienced team of people who can execute the plan, this isn’t always possible, so show you know where gaps may be and how you will fill them. Too many gaps however will start to increase the risk

4. Business model and implementation

- How you will make money (and a profit) from this great opportunity
- Understand all the costs and numbers, making sure they are realistic
- An exciting but achievable sales forecast
- It’s not often the idea but how it is implemented that counts, show that you understand this

5. Skin in the game
- Have you invested your own money in this? Investors like to see that you are committed and taking the same risks that they are. Sometimes your own funds may not allow much opportunity to do so; in which case you will need to talk about the other commitments you’ve made to the business.

6. Government tax breaks and Incentives
In the UK there is the Enterprise Investment Scheme (EIS), in the USA there are local State incentives to encourage new small businesses in their area. Some States have more advantageous and flexible tax breaks if you incorporate there, such as Delaware, Nevada and Wyoming.

Where ever you are, look into such incentives and show Investors you are knowledgeable. Don’t expect free grants to be available anywhere however, those days are past.

7. Lean start-up
Investors will expect you to use their investment to grow the business. Not mainly to pay you a salary or provide you with corporate luxuries. Show you are using the lean start-up principle; you can begin taking a better salary and working conditions as the profit grows.

Finally, make sure your plan is clear and that you are able to describe in a sentence what your business does. In one more sentence you should be able to describe your business model (how you will make money from the activity).

Clarity goes a long way in convincing Investors that you know what you are doing and that they can intrust their funds to you.

Types of Business Funding

Seed money

Do you need funding?

Start-up businesses often think that they need to find an investor. We only have to read in the papers about the latest internet billionaire to know that big funding means big success.

Yet most businesses can get going, or even grow without external investment. It depends on the amount required to gain entry into your market and whether you have sufficient funds to make a start, perhaps growing organically through sales.

The injection of funds into a business can however jump-start a project, or allow a more rapid growth. So if funding is desired it’s useful to think about the options for doing so:

Investment cycle

There is a natural progression of how a business is funded. Initially it may be that the business is financed by the owner or by approaching family and friends. This may be sufficient by itself for your business.

Alternatively, or perhaps as a follow-on, a local bank might be approached. Although nowadays these have been less helpful for young businesses, so after proving the concept, many tend to seek business angels.

At the next stage beyond this, venture capital firms might be brought in. Few companies go straight out and raise multi-millions; those that do are often high-tech businesses with known entrepreneurs, or ground breaking technology.

Types of funding:

Self-funded
Traditionally the way that the majority of businesses get going. For further investment it also shows your commitment in that you have put your own money into the concept and is invaluable in gaining that first bit of traction that Investors look for.

If the start-up business is taking the form of a partnership it will need to be made clear in the partnership agreement exactly how much of the funding each partner is providing and whether this entitles them to a greater or lesser proportion of the partnership profits. See Partnership Agreements

Loans
Banks will normally only loan money against you having security to offer. These may be assets of the business or personal assets such as your house. They are not entrepreneurial and don’t take risks based on you having a good idea.

Many Business Angels will include a loan in addition to purchasing equity in the business as part of the way in which the funding deal is structured.

Private equity funding
This is the generic name for sources of funding, normally in exchange for equity in the business. It includes both Business Angels and Venture Capital companies. People sometimes confuse the two. The differences are:

Business Angels

Anything from £1000 to £1M (although that would require several banded together).
Will look at start-ups and young businesses
Since they are investing their own money they can take more risk.
Often want to contribute knowledge or contacts

Venture Capital

£1M plus (normally)
Not for start-ups or just at idea stage
They are investing a fund comprised of other people’s money, so have to take less risk than Business Angels.
May place own people on board and require strict reporting

When exchanging equity in a business for funds a legal document must be agreed that specifies the terms of the investment. Venture Capital companies will have a range of agreements to use from Investor Rights Agreements, Stock Purchase Agreements and Term Sheets. It can be expensive and time consuming to raise money.

Agreements with Business Angels can be quicker and much less costly to organise, but never be tempted to cut costs so much that a well thought out signed agreement is neglected. There has been much woe and falling out of parties when issues occur that haven’t been previously considered and placed in a legal document.

Private equity funding can come in stages as the business grows:

• Seed funding
• First round
• Second round
• Later stage
• Mezzanine
See Types of Private Equity funding

Grants
There are only a few government or institutional grants available to businesses. These tend to be market sector and geography specific. Whilst serving a useful purpose for those able to claim them, they are so few that they are not applicable to most businesses and so not covered here.

For young businesses, the more you can do in proving your concept works and gaining what is called “traction” the more offers of help you will get and be in a better place to negotiate terms.

Good reasons for the use of Business Angel investment

One of the key bits of information that Business Angels or Investors into a venture will want to see is how the funds are going to be used.

I’ve seen every possible use given, from the perfectly sensible – “product development”, to the unlikely to succeed – “no one will lend to me any more and I need money to pay my rent, then I can get a business going”.

For some time I communicated with a chap who needed funds to train as a commercial pilot, he would then pay back the funds with significant interest out of his subsequent earnings. Sounded risky, relying on his ability to pass the exams and training, but he was a pleasant and determined guy, I hope it worked out for him.

So what ticks the box for Investors? Generally this can be anything that helps to grow the business:

Additional market research
Product development
Manufacturing facilities or equipment
Marketing of the product or service
Recruitment of staff
Working capital

Within this you do need to explain why you feel this will expand the business and some explanations are more attractive than others. Throwing money at marketing a new business that has never been operational is risky, but bringing to market an exciting new product or service from an already established business could be a winner. Taking on more staff to meet a high demand is good, whereas taking on staff to simply start an unproven idea is not so attractive.

Note that Investors are not interested in reducing debts or to pay yourself a high salary.

Surprisingly, many of the business plans and requests for funding that we see have excellent write ups of the opportunity, but completely miss out describing how the Investment will be used. Not only should that be very clear, but it should be part of the financial spreadsheets, showing when tranches of investment come in to balance the operational costs.

If it isn’t clear how the investment will be used in your proposal, but you have been fortunate in securing a meeting with an Investor, be prepared – they will ask!

What Type of Business Partnership Should I have?

Business Partners

Every enterprise that isn’t a sole trader will have people who are working together as partners to drive that business towards its goals.

This can be in a business that is registered as a legal partnership (see below), fellow directors of a company, or at its most simple just 2 people working together with no legal entity formed. Let’s look at the most common types of partnerships:

1. A General Partnership:

Where 2 or more people work together sharing responsibilities without a separate legal entity being formed. Profits and liabilities are shared. The least complicated, however it does mean each individual is personally liable for any debts that result from the business.

Although not a legally registered entity, HMRC must be told that you are working as a Partnership with someone and the income is included in your personal self-assessment.

2. Limited Partnership (LP):

At least one, or more, partners must take full responsibility and liability for the business and are known as a General Partner, similar to above. These must also be the only ones that take the management decisions.

Others can join as Limited Partners by putting capital into the business and their liability is limited to the amount they have put in. HMRC must be told and the partnership registered with Companies House. Each partner includes their portion of the profits within their own personal taxation.

This is a popular entity for Venture Capital companies, where there is a management team of General Partners, with other Limited Partners who invest funds into the portfolio.

3. Limited Liability Partnership (LLP):

For most partnership businesses this is a good choice, since it protects the individual partners against the business liabilities. You’ll need at least 2 “designated” members of the partnership who take on the HMRC and Companies House responsibility.

Other partners are termed “ordinary” members of the partnership. Again each is taxed on their income from the partnership as individuals.

Professional services such as solicitors sometimes prefer this legal entity for the flexibility it provides in bringing in new partners and altering profit sharing arrangements.

4. Directors of a Company:

Although not normally thought of as a ‘partnership’ in the legal sense, I include this because many companies will take on a new business partner and make them a director of the company. In this regard it is the most common “business partnership” and has the attraction of being well understood, protects personal liability and can give tax flexibility.

If starting a new business you have the opportunity to chose a format that works well for you. So it’s a good idea to check with your accountant on which legal entity is best for your personal circumstances.

The difference between a Business Partner and an Investor

2 Business Partners – Bill Hewlett and Dave Packard

Company Partners provide access to both Business Partners and Investors so what is the difference and when would you have one but not the other?

Certainly an Investor is a business partner of sorts and can bring many of the benefits of a business partner. A Business Partner could in some circumstances end up investing in the business, so here is my take on the similarities and difference:

Business Partner

Hands-on
Brings additional, complementary skills
Sometimes useful contacts
Will share in the profits of the business
Likely to own some share of the business, or be given the opportunity to buy or earn shares
More commitment and “skin in the game” than just an employee
Primarily brought in for their expertise and ability to add value when working in the company

Investor

May be hands-on, but often not.
Skill set frequently is in business planning, finance and strategic direction
Normally valuable contacts are available
Will share in the profits of the business
Injection of funds (to be used to grow the business) in exchange for equity in that business
Doesn’t want to run the company, but will expect involvement in major decisions and report on progress
Primarily brought in to provide funds, advice and contacts

If you need another pair of hands with essential expertise go for a Business Partner, if you primarily require funds and contacts, go for a Investor. Both will provide a sounding board and be able to provide advice.

What is due-diligence and how do I do it?

Due-diligence needs thinking about for Investors when they are about to embark on an investment. However it’s just as applicable for those who are seeking investment to check out a potential Investor. In both cases you should verify that the person, business and facts as stated are correct.

That’s not being mistrustful it’s just being business-like and expected by all parties to a potential funding agreement.

There are several types of due-diligence, not all will necessarily be relevant and this list is not exhaustive, but does illustrate the common areas to consider:

Legal

Are there IP (Intellectual Property) rights involved?
Any pending litigation or disputes?
Legal structure and ownership including share holdings and any restrictions
Regulation or licences that may be necessary for doing business

Financial

Verify financial information provided
Obtain bank accounts and statements
Examination of accounts and underlying performance of business
Details of any property owned by the business, including mortgages

Commercial

The market that the business operates within and its market share
Customers: list of major customers. Is the business dependant on just a few customers? Can you talk to some customers?
Suppliers: list of major suppliers. Is the business dependant on a few suppliers?
Competitors and the unique advantage that this business may have.
Assumptions that lie behind the business plan
Insurances held
Guarantees and terms & conditions of sale that the business gives

Human Resources

Management background check
Key personnel staying / losing
Pension commitments

IT / Systems

Hardware and important software used within the business
State of the systems, are they up-to-date, using appropriate technology
Compatibility to any existing systems if merging businesses

For Investors, where possible always use professional legal and accounting firms who will have a VERY detailed question check list for carrying out due-diligence. For smaller or even start-up businesses it may be that a simple management check and time taken to understand the market and the advantages of the business is enough. That is for you to decide, but you must make sure you do all necessary to verify people and facts.

Both Investors and Business Owners should be aware that due-diligence takes time and can be detrimental for the business when the owner is distracted from normal operating duties by needing to find all the due-diligence documentation required and in answering the questions raised, but it is an essential part of selling or getting investment.

Don’t make this mistake in your first conversation with a potential business partner or Investor

Investor listening You don’t know when you might bump into or be talking to a useful contact, business partner or even potential Investor. This first conversation is your best chance to impress and could determine whether you get a second more detailed conversation or meeting.

So grab the chance to explain your business, or idea, in a way that is clear and compelling.

Sounds easy, yet this is where otherwise excellent entrepreneurs make a big mistake. They are not prepared and simply ramble on in every direction. Think about it, can you tell me about your concept in a way that I will really understand and allow me to be excited about joining you as a business partner or Investor?

Some entrepreneurs are very good at this and you may be one of them, but the majority of people I talk to make a terrible hash of it. When they finish I am none the wiser and couldn’t honestly recommend them to the business partners and Investors I meet.

You’ve heard of the now clichéd Elevator Pitch where you describe your business in the time it takes to travel up in an elevator to a prospective customer/Investor. Well that concept came about because it was a useful way of visualising what was needed. So don’t be too quick in dismissing it as old hat.

Here are my top tips for engaging interest in your business when you first talk to a potential business partner or Investor. This is not an investment pitch or a presentation, but simply an opportunity for a quick conversation with a potential ally in growing your business.

1. Think about the situation and how much detail you need to go into. Is it a chance encounter with someone at an event, or a telephone call with a business angel where you have time to prepare?

2. Don’t start spouting words at machine gun pace, never giving pause for questions, or even noticing that you’re on entirely the wrong track of what was asked. Use your empathy and listen. Use the feedback you are getting, visually or by asking “is that what you meant”, “does that make sense” (if on the telephone).

3. Prepare an explanation of your business. Write it down and then practice saying it out loud. Writing the explanation down forces you to think about it and ensures it flows logically. After you have talked to someone about your business, reflect on how that went and make adjustments. You’d be surprised how many people don’t.

4. Have 2 versions – one that may take just 30 seconds which gives the whole concept in a nutshell and a second version that allows a bit more detail taking a few minutes.

5. This is what potential business partners and Investors want to hear:

Who you are, your experience and your knowledge relevant to making the business a success.
The market area that you are in and the size & potential of that market.
What your company/business/project/idea does. Clearly – so that there is no misunderstanding or confusion. This needs trying out on people who have never heard of your activity.
What problem does your business solve for clients/customers? What advantage does it give them? What desire or aspiration does it allow?
What is your uniqueness, how do you compare to your competition?

The listener should now have a initial understanding of you, your business potential and the market, if it is appropriate you should also add what you are looking for in order to grow that business. A Partner, a Mentor, an Investor, contacts, sales help or whichever you need.

Remember, experienced business people and especially Investors have heard it all before, don’t boast, don’t over-hype, be professional and have a couple statistics in mind to throw in that supports your claims – it will impress.

With good planning and thought you can make a favourable impression with whoever you meet – you never know where it may lead.

Are you ready for investment?

Being investment ready is key to getting funding. Yet when talking to entrepreneurs they often have not taken the time to think it through.

You are up against a lot of competition for business investment. Some may be better prepared than you to give the potential Investor confidence that his investment will be well spent and payback a healthy return.

So what can you do to be ready for an Investor and how can you give yourself the best chance against the competition?

Business Plan. Okay there is a ton of information on this available, including on this site so I’m not going to go into how to do a plan (see the links below). Just to say that you will benefit from having one:

Putting a plan down on paper forces you to think through what you are doing. The market, your offering, sales & marketing, putting together an experienced team, the business model and finances
It provides a basis for discussions
Shows Investors that you are professional, serious about the project and are thinking of every aspect of the business
Investors cannot see everyone; they will want to first have a few pages (Exec Summary) of a business plan and then follow-up the ones with which they are interested.

Getting started on a Business Plan

Structure of a Business Plan

If an existing business:

Make sure that what you are doing at the moment is profitable, if not profitable show why it will be
Build your revenue with a sales drive to show the business to its best effect

For start-ups:

If based on a new type of product, make a prototype
Show it is not just a good idea, but that it will actually sell by getting positive customer comments, or letters of intent to order.
Produce a market survey that supports your product or service. Don’t simply say “everyone I’ve asked likes it”.

Be able to explain in a couple of sentences what your business does, its advantages over the competition, how it will make money and who its customers will be. Have evidence to hand to support your numbers.

Know what you are going to spend any investment on. Make sure that it’s not just to pay you a salary, or all thrown at marketing.

What role will you expect the Investor to take, some are looking for an active role in the company, some only expect to give advice, very few will consider just giving funding and stepping back completely.

How will the Investor get a return? A sale of the business, a buy back of shares, interest /dividend payments? Over what time?

Look at government Investor incentives. In the USA there are quite a few States that are trying to attract businesses, basing your company in that area can give tax advantages to the company and potential Investors.

In the UK there are the EIS (Enterprise Investment Scheme) and SEIS (Seed Enterprise Investment Scheme).

These are attractive to potential Investors and may make the difference in choosing your opportunity or someone else’s. A quick way of getting a foothold on to these incentive schemes and be able to show Investors the potential, is to get a statement from the Inland Revenue (HMRC) that your business is likely to qualify for the scheme called a EIS Advanced Assurance

Finding investment is not necessarily quick. Realise it will take time and energy. Be persistent and turn over every stone to find the right investor that understands your market and is excited by the team and opportunity that you have.

Top 8 mistakes when seeking Investment

Investor reading business plan At Company Partners we talk to a lot of Investors and we often get the same observations about what Investors like and don’t like.

Although I normally try and accentuate the positives to be learned, there are valuable lessons from the goofs to be avoided, here’s my top 8 mistakes when seeking an Investor:

You know it all, any advice about your product, strategy or sales projections is actually criticism and must be defended.
The most important thing is to talk in detail about your product or service, you haven’t got figures but the market is begging for it and the sales will be enormous.
There isn’t a business plan, that’s not your expertise, you just want to get in front of an Investor and they will jump at the opportunity.
Mails and any communication with Investors are perfectly all right with typos and all in lower case or “text speak”, it’s your idea not your spelling they should be interested in.
No work has been done to prove the concept, you’ve not the money, expertise or contacts to do so, that’s why you want an Investor.
Although the business hasn’t started yet and has no revenue you want £100k for 20% of the business.
Good news you’ve found a potential Investor, but his demands of equity are unrealistic, after all it’s your baby we’re talking about.
You don’t have any idea how much investment you need, or what it will be used for, you just know you need someone to invest.

Let’s face it, it’s hard to know what is needed or what to avoid when you are seeking investment for the first time and we shouldn’t diminish the hard work entrepreneurs do in looking to grow their business. It helps to learn from others mistakes though.

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