Autor: Nils Seebach

  • Financing or getting married?

    Setting the tone…

    Financing is a fundamental decision for each entrepreneur. Unfortunately, there is no perfect financing partner and each financing process should be highly tailored towards an entrepreneur’s individual needs.

    I often compare financing to marriage – as crazy as it might sound a financing process has many comparable steps. From the initial flirtatious phase where a person goes out and looks for a date to eventually marry–an entrepreneur’s initial hunt for an investor to the final signing of documents in front of a notary has a lot of similarities. Whether you see your perfect partner on a dance floor or see a famous venture capitalist walking around at a networking event – I promise your heart will start to beat faster. Once a relationship becomes serious and an engagement looms on the horizon an entrepreneur will face a lot of due diligence questions – similar to going for your first trip with the future in-laws. Marriage is just the same – some will be great, long-lasting and highly profitable for both sides, while others will end in a quick and maybe even messy divorce where both sides wish they would have paid more attention to the wedding contract. Most importantly there are a couple of comparable lessons entrepreneurs should take from marriage:

    1. Choose your partner wisely – you might be together for a long time
    2. Make sure you can live with each other BEFORE you get married – after you signed the contract it is much harder to get out
    3. Make sure you have a complementary skillset – as with most marriages your partner will help to mitigate your weaknesses with his strengths and vice versa
    4. A good relationship requires hard work, dedication and trust – both sides need to work on keeping the relationship happy

    Before going into the more technical aspects I hope that I set the tone for financing and the importance it will have for your venture – it can be a game-changing experience and that is how seriously you should take your financing partner selection process.

    This post will now highlight different funding options for entrepreneurs and their new ventures. Aside from all the operational issues the question of a) how much money do I need and b) who should I get it from – are often the most difficult choices an entrepreneur has to face.

    In order to define some variables for the case studies below I will show my view of financing stages – there is a lot of debate and options on what stage is what so here are the definitions I found easiest to work with:

    Pre-seed:        €0 – €50.000

    Seed:               €50.000 – €250.000

    First round:    €250.001+

    Pre-seed should always be used to get a small test case going that outlines the feasibility of the project and in my opinion this should be 100% financed by the entrepreneur and her team. If an entrepreneur is not able to either raise that amount of capital from FFF (friends, family and fools) she should reconsider if starting a venture is the right thing to do.

    eCFO Tips: Especially online focused ventures can easily create a fully functional click dummy, wireframes and a strong web presence to convince investors with more than just nice looking slides. This will help you to move your valuation discussion to a whole new level.

    It becomes trickier in the seed financing round. Here the amounts of money needed are more substantial and can often not be contributed by only the entrepreneur or FFF. I would advice to look for a partner in this stage who can contribute more than just capital. This is probably one of the most overused and equally misunderstood statements ever used. 

    eCFO side note: my personal favorite and number one overused phrase is: teams – people are everything and I only invest in A team – especially if it comes from a VC or incubator team that replaces its entrepreneurs after every little bump in the road and does not care at all about the entrepreneur who put his blood, sweat and fortune into building a high risk venture. Make sure you check on an investor’s reputation and how past teams of entrepreneurs have been treated.

    more than capital 

    More than capital for me means either excellent investor contacts that lead to initial sales, technology knowledge or direct hires. It is often difficult to fully understand how good these contacts are prior to actually using them. Here I would advise the entrepreneur to call at least three different references who can talk about their relationship and experience with the investor. Often entrepreneurs think that ONLY the investor can undertake an in-depth due diligence – this is not true. The entrepreneur should also fully understand whom she is taking on board as an investor and should make sure that her due diligence is thorough.

    …sources of capital…

    In terms of capital sources I would like to provide three sources of capital that are build on my prior experience and the experience of many other entrepreneurs I have talked to over the years.

    Venture Capital

    Pros: Venture capital from a professional VC firm or investor is a highly potent source of financing. A VC will, in most cases, have an excellent network and a strong understanding of financing processes. He (and most often it will be a he) is also a specialist in legal and financing documentation. The can provide strategic advice and will have strong market knowledge. In addition, most VCs will have access to either additional capital from their fund or alternatively have a network of financing or exit partners that ensure future capital when an entrepreneur needs to raise more capital.

    Cons: For an entrepreneur there is a dark side to all of the previously mentioned positives. VCs will have an excellent network but make sure that the network is right for you – just knowing a lot of other VCs and entrepreneurs might not be what you need. Strong contacts to marketing partners or future clients might be much more important. The strong experience in financing processes and legal documentation is the most frequently used weapon against an entrepreneur. Always remember it is a VC’s JOB DESCRIPTION to write financing documentation that will give him every possible advantage. There is no easier way to completely lose control of your venture than to sign a document drafted by a VC.  A VC will always be better in contracts than an entrepreneur is – remember an entrepreneur is generally operationally focused. A network for follow-up financing and exit partners is exactly that – a quick way to EXIT the investment and get a return. A VC will always want to exit your business in order to get returns. Remember by entering into this financing relationship you are also defining a sale of our business.

    eCFO Tips: ALWAYS make sure you understand what drives a financing partner. The average VC will have a three year fund raising cycle that means they have to go out and raise / pitch for new capital one year after closing their current fund. The VC world has become a significantly tougher place – many VCs failed to raise capital during the financial crisis. If an action that puts your venture in jeopardy but will help their fund raising comes up it will be clear what they will do. Be prepared.

    They will also have huge return expectations from their capital providers and can only use very limited leverage– so an exit is the ONLY way for them to be successful. Keep that in mind if they ever tell you that they will not push you towards an exit.

    Conclusion: VCs have a lot of money available and are highly professional, agile and focused. They will be exit-driven and push you forward as long as you generate returns. They are only in it for the money – never forget that and use it to your advantage.

    Joint Venture / Strategic Partner

    Pros: A joint venture with a strategic partner can be a great thing. A strategic partner will have deep operational experience and in most cases significant non-financial assets. Aside from capital this partner will often offer access to clients, knowledge and team members that a budding entrepreneur could never source independently. In addition, it will be a strong financing partner who is not discouraged by small bumps in the road and is in it for the long-term.  An entrepreneur can also be sure that the right exit partner has already been found. Most strategic investors will add a call-option to the financing document that allows 100% purchase of the business in the future.

    eCFO Tips: Call-options are funny things – you are giving away your company at some point in the future without having any indication, beyond wild hopes and dreams , of its value at the time of exit. Remember that in general there are some things are just as true for a strategic partner in the future as in the present– they will still have more lawyers than you do, they will hopefully still have a substantial strategic interest in your company and they will have cash.

    So try to lock in a valuation method now that rewards you for parameters you know your business can potentially reach. As an example: don’t put an EBIT based valuation into the contracts if you know that you won’t reach break even for a while or agree too easily to a “at fair market” valuation. Especially with fair market value valuations it will be hard to argue for a correct market value if this asset makes only strategic sense to your individual investor and when you have no realistic way of shopping / showing your company around to other investors when you are trying to exit. Even if you put in the popular phrase that allows for an evaluation of an independent auditor remember that this auditor will most likely be working for your strategic investor and that they will always be a more interested to work for the strategic in the future than you – magically that can influence valuations!

    Cons: Again, what is true for VCs is true here as well. Most of the pros of a strategic investor can be turned around into negatives. Most of all, be prepared to be in it for the long-term – that is true for EVERY SINGLE ASPECT of this relationship. In the beginning be aware that most strategic partners will have decision making processes that make a snail seem to move at rocket speed. From the first pitch to actual investment it can easily take 9-12 months.

    In general, strategic partners will also be huge organizations – getting to the right people at the right point of time and piercing through inter-corporate politics can keep you quite busy. In a start-up there is no time for politics and things that move you ahead in large corporations. Things like number of employees (overblown teams), budget (spending & wasting) ability and political connections (sucking up) will actually be disadvantageous for any start-up.

    You will also not be able to move in any direction you want. Certain clients, business methods and entrepreneurial shortcuts will be off the table. The strategic partner will also be sure to keep the upper hand in any contract and it will sometimes be hard to show that this is a joint venture between equals.

    Conclusion: A strategic partner can unlock assets that you couldn’t buy with money – contacts and operation experience can be right at your fingertips. It will be generally a lot nicer relationship than with your average, cut-throat financial investor but you will have to deal with a lot more politics, size and slow- moving operational structures.

    Bootstrapping

    Pros: For me this remains the true key entrepreneurial discipline. There is no better feeling than growing a company based on the strength of your team and your personal efforts. Almost nothing feels better than looking at your financials and generating substantial returns and knowing that all it took was your hard work and not somebody’s capital. You did not buy your success – you truly built it.

    Aside from this motivational aspect it also means that when it comes to making decisions you do not have to ask anyone else. Your team and you have full freedom to run the business. It also means that you can grow a business and maintain ownership of the business as long as you want. This is also true for all returns that your business generates.

    As an entrepreneur this also prepares you for making hard and fast decisions. You do not have time for waste of capital, bad employees or unprofitable clients. You have to act quickly and decisively to stay alive since there will be no capital buffer to keep you going if you run out of cash.

    Cons: Bootstrapping is hard, often prevents you from making necessary investments and always distracts from the operation side of your business. It is also only good for highly cash-generative business models such as services provider and agencies. The constant liquidity pressure will also shape you as an entrepreneur and make you hesitant to go on sometimes necessary spending sprees and/or investments.

    It will put your team into a hard place that often requires to opt for short-term cash generative measures instead of focusing on long-term value creation.

    Conclusion: Bootstrapping stands for freedom from external investors but puts severe operational restrictions on your business. It can only work for some business models and will make it almost impossible to quickly expand your business or to rapidly capture markets. For me this remains a key test of your entrepreneurial skills but most people will not be able to build a significant business without any external capital.

    …and finally

    In our business we have successfully raised capital and grown businesses using all three of the above mentioned financing methods.  That taught us that there is no perfect financing partner but depending on which venture you are trying to get funded one or the other will be a significantly better choice. Just make sure that from the get-go you understand your motivation and what motivates your financing partner. Any relationship then needs hard work, dedication and trust. Make sure that all three of these aspects are maintained throughout your financing partnership … come to that and going full circle from the beginning it might even help in private partnerships as well 🙂

    Quick Disclaimer: I have only focused on equity capital. There is a lot to be said for alternative financing or debt financing. Stay tuned for a discussion of these topics at a later stage in this blog.

  • In German only: StartUp-Roundtable am 4. April 2012

    Please come and join us for an interesting discussion of financing. The next blog entry will deal with exactly this topic and a summary of the article will be presented a the below event.

    StartUp-Roundtable am 4. April 2012

    Sehr geehrte Damen und Herren,

    herzlich laden wir Sie zum nächsten StartUp-Roundtable ein, der erstmals bei unserem Partner Ernst & Young stattfindet. Wir freuen uns, Sie am Mittwoch, den 4. April 2012 um 18.00 Uhr in der Rothenbaumchaussee 78 zu begrüßen.

    „Fit für Wachstum?“ heißt das Thema dieses Abends – bei dem sich alles um die Finanzierung dreht:

    • Welche Finanzierungsformen gibt es und welche sind für mich geeignet?
    • Wie bereite ich mein Unternehmen auf die Anforderungen von Investoren und Kreditgebern vor?
    • Wie stelle ich mich vorrausschauend für die Gespräche mit potenziellen Investoren auf?

    Diese und weitere Fragen beantworten die erfahrenen Referenten und zeigen auf, wie Sie die Weichen für das langfristige Wachstum nach der Gründung legen.

    Hören Sie dazu einen Erfahrungsbericht von Nils Seebach, CEO bei eTribes – der Inkubator und Spezialist für den Aufbau und die Skalierung innovativer Online-Geschäftsmodelle mit dem Thema: „JV, VC oder Bootstrapping? Pros & Cons!“.

    Freuen Sie sich außerdem auf Jan-Menko Grummer, Partner bei Ernst & Young in Hamburg mit dem Beratungsschwerpunkt Financial Accounting Advisory Services mit dem Thema: „Finanzierung gut vorbereiten – Fallstricke vermeiden!“.

    Und um das Bild zu vervollständigen, wird Matthias Grychta, Managing Partner beim renomierten Venture Capital Unternehmen Neuhaus & Partner, seine Sicht der Dinge zum Thema: „Investmentangebot und -verhandlung, Meilensteine und Syndizierung!“ schildern.

    Ablauf:

    • 18.00 Uhr Empfang
    • 18.30 Uhr Beginn der Vorträge
    • ca. 21.00 Uhr Networking

    Nutzen Sie das anschließende Networking und tauschen Sie sich, bei einem Fingerfoodbuffet mit erfahrenen Unternehmern, geübten Gründern und engagierten StartUps in den Räumen unseres Gastgebers Ernst & Young aus.

    Sind Sie neugierig geworden? Dann melden Sie sich bis zum 28. März hier an.

    Wir bitten um Ihr Verständnis, wenn wir aufgrund begrenzter Kapazitäten gegebenenfalls nicht alle Anmeldungen berücksichtigen können. Mitglieder von Hamburg@work werden bei der Anmeldung vorrangig berücksichtigt. Ihre Teilnahme wird erst durch eine E-Mail-Bestätigung garantiert.

    Wir freuen uns auf einen informativen Abend mit Ihnen und danken Ernst & Young ganz herzlich für die Unterstützung!

    Ihr

    Hamburg@work-Team

  • For all start-up CFOs in Hamburg

    Please join this group: https://www.xing.com/go/group/74085.059cad/16570300 to get further information about meeting in Hamburg.

  • Liquidity – the one and only!

    It is no coincidence that the first post is about liquidity. Liquidity is the ONLY measure that eCFOs need to focus on from Day One and should focus on for the entire life of any venture. All other considerations, from profitability, growth to balance sheet optimization are irrelevant if you run out of cash.

    1st day measures

    For a new venture or an eCFO joining a new company I would recommend the following steps for the first 3 months to become instantly familiar with the cash flow profile of your company:

    1. The second you arrive make sure that all bills and invoices have to be signed by you and that you cover all cash out- and inflow channels

    eTips: Don’t forget about online specific issues such as PayPal, Adwords & Adsense accounts, facebook ad accounts; linkbuilding accounts etc. Here you have a source of expenses and income that can come as quite a surprise.

    2. Establish a spending limit – currently any expense that is above EUR50/USD40 should be approved by you – any you only. This lets you get an insight into the spending pattern of the company.

    3. Check every transaction on your bank account daily. Don’t forget about credit cards and PayPal here. These accounts can hide a lot of different transactions and you only see a summary booking in the account – always make sure you go through an itemized list of all transactions.

     Medium-term steps

    Once you have become familiar with the companies spending profile you need to establish a structure that allows you to make all other decision-makers aware of liquidity ups and downs. Your business will significantly improve if everyone is aware of what liquidity means and that “every little helps”! Make sure that people do not only focus on expenses but also on writing invoices and collecting cash as soon as possible.

    In our companies we update our liquidity estimates once every week and plan ahead for a period of 8 weeks. Depending on the type of business you run this 2 months visibility will allow you to take short term measures to either postpone spending or increase cash collections if times get tough. After implementing a control like this for a period of more than 3 months you will become familiar with your liquidity ups and downs. In addition, sending this information to the entire leadership team ensures that even people who are either inexperienced or totally operationally focused gain an insight on how to control liquidity.

    Long-term financing

    A later topic of this post will be on financing options available to eCFOs. A period of weak liquidity will be unavoidable at one time or another but a sustained cash crunch can delay necessary investments and destroy all fun related to working in a start-up. It is your task to make sure that liquidity issues are solved eventually. This is done by putting in place a strong capital structure and by acquiring additional financing options as well as eventually making your company cash flow positive.

    Furthermore we should discuss how you move your start-up from liquidity focused to profitability or growth focused once cash is no longer a problem. This sometimes can be a difficult switch since people who are focused on liquidity will often shy away from long-term investments – that said this is for a later discussion.

    Sources of liquidity when times are tough:

    We all have been there- it is the 25th of the month and you are not really sure how to make payroll?

    1. Delay payment – the only two parties that need to get their payment on time are your employees and the government. Employees are already risking a lot by working for a start-up and will generally have already agreed to lower direct compensation. Also remember, they HAVE to pay rent and you want to keep them in the company – so paying them is priority one. Secondly, the government does not care that you are a start-up. They will collect VAT and taxes no matter what – make sure you pay.  Everyone else outside of these two is optional – if you have been good about keeping payment deadlines your suppliers, landlords and even bankers will understand if payments are late occasionally – just don’t make it a habit.
    2. Friends and family – depending on the size of your business you can ask anyone and I literally mean anyone for a short-term loan to pay your payroll and taxes
    3. Your banker – most bankers have a small amount of leeway when it comes to overdraft facilities. If you have kept your banker in the loop about your business she will most likely be more supportive. Be sure to communicate clear and early when times are tough – the one thing bankers hate more than anything are surprises. If you know liquidity will be tough on the 25ths make sure you call on the 15th to alert your banker to the situation – ask for permission to use an overdraft and more often than not they will agree.
    4. Your clients – if you are in the fortunate position to already have clients, especially B2B clients, you can ask them for support. If they like your services, they will help you out by allowing up-front billing or speeding up payments.
    5. Your shareholders – if all else fails ask the owners to provide a short-term liquidity injection in form of a loan. Again this only helps if you are not the only shareholders and if other shareholders have additional liquidity reserves available.
    6. Your employees – this truly is a measure of last resort but you can always ask your employees if they can live with getting some of their salary with a delay – here you should especially focus on senior employees and management who might have some cash reserves and are not totally dependent on their full salary.
  • Comments welcome!

    Lots of things to write about – only a small selection here: liquidity, profitability, business administration, controlling, billing, invoices, support software for eCFOs, ecommerce pains and gains, legal, financing, contracts, HR, PayPal, budgets, planning, facebook payments … … …

    What is your focus? What have you found especially difficult and what would be your advice to fellow eCFOs? Please comment or drop a quick line for a guest comment!

  • eCFO knowledge exchange

    So far there is only limited news for eCFOs – the guys who take care of numbers, financing, controlling structures and other administrative issues for start-ups. This blog hopes to change this – with a range of articles from people who have either already build their own businesses or are in the middle of it. I hope you enjoy readings this!