Getting Ready for Due Diligence

Marty KaszubowskiGeneral Ideas@MartyKasz

What we’re going to talk about ...What “Due Diligence” is, and why it matters to you now.

The different kinds of investors, and what kind of information will each investor type want to see.

What is “Due-Diligence?”Once you have an investor interested in your company’s potential, you will need to gather and present a wide range of information for him to analyze before making a decision.

For the investor to be convinced he’s making a good investment decision, he will be “diligent” in what information he considers

The result is a report that either recommends an investment or describes why an investment is not warranted:

• Market Structure, Competition, and Marketing Strategy• Technology Assessment• Management Team• Operating Plan• Financial Prospects

It’s not about risk …… it’s about uncertainty.

Every investor understands that even well-planned ventures have risks:

• The technology might not work• The management team might make poor decisions• The customers might not buy the product

Investors HATE uncertainty – they want to hear you say:• “We’ve tested the technology and here are the results!”• “We’ve run similar ventures before, and here are our

resumes!”• “We’ve talked with potential customers, and here’s what

they told us!”

Certainty increases as the company matures

Embryonic Growth Mature AgingLaunch the

venture, establish

competitive position

Grow & improve

competitive position

Sustain competitive

position

Abandon?

Venture Maturity

Ve

ntu

re P

erfo

rma

nce

Source: Third Generation R&D, Roussel, Saad, & Erickson

Uncertainty = 100%

Increasingclarity

Executing a known business

model

Your only focus should be …

Do everything you can to reduce uncertainty!

“Certainty is the mother of quiet and repose, and uncertainty the cause of variance and contentions” -- Edward Coke

“Fear comes from uncertainty. When we are absolutely certain, whether of our worth or worthlessness, we are almost impervious to fear.” -- William Congreve

“Education is going forward from cocksure ignorance to thoughtful uncertainty” -- Anonymous

Time

Reven

ues

Seed Capital(Friends/Family

& Angels)

Early Stage(Angels & VCs) Later Stage

( VCs & Strategic Partners)

Growth Stage(IPO,

Investment

Banks)

Valley of Death

Start-up Venture Financing

Different Information for Different InvestorsThe type and amount of information you’ll need to gather and present will depend on how mature your company is and the type of investor you seek.

You should be open and honest about how you plan to execute the business.

It is NOT your responsibility to tell the investor what he should consider or how he should analyze the information!

Typical Investment Criteria

Management Team

Full-Time Commitment

Integrity

Passion

Coach-ability

Creativity

Record of High Achievement

Proprietary Advantage

Unique technology with defensible IP

Difficult-to-replicate business model

Scalability

Markets with big buying power

Potential to dominate market

Large-scale production & delivery economics

Investors look for an advantage1.Real intellectual property

2.A dynamic product line

3.Dramatic cost reductions

4.Proven team

5.Lock on the market or customer base

6.Strong focus and differentiation 

Investors will want (at least …) 3 things in the deal1. The liquidation preference

2. The right to participate pro-rata in future rounds

3. The right to a board seat

 

Due-Diligence

Focus AreasMarket Structure, Competition, and Marketing Strategy

Technology Assessment

Management Team

Operating Plan

Financial Review

How important is each focus area?Focus Area

Friends & Family

Angel Investor

Strategic Investors

Venture Capital

Market Structure

Technology Assessment

Management Team

Operating Plan

Financial Review

Let’s look at the worst case

The following is a “Due-Diligence Checklist” from a Venture Capital (VC) firm in Washington, DC.

60-70 specific questions

Some questions might take 20-30 hours to answer completely

(Don’t worry, we won’t go through them all in detail …)

Market Structure, Competition, and Marketing Strategy To what market does this product service belong? What major subgroups of

services/products or customers exist in this market? What is the size and growth rate of the relevant segment(s)?

Who are the ultimate customers? Why will they (do they) buy the product or service? Why would they switch from their current solution to the company's product or service? What would stop them from switching?

How do suppliers reach the customers (advertising, direct sales, etc.)? Where does the company fit in the chain of production between raw materials and the

ultimate customer? What companies are downstream and would motivate customers to buy from this company? Will those key downstream companies agree to be attentive distributors?

Does the company plan to alter the supply chain? What evidence exists that such a change is possible?

At what stage is this market: (a) Pre-commercial; (b) Emerging; (c) Growth; (d) Maturity ?

What are the barriers to entry/exit of competitors? What prevents new companies from entering the market? Who are the likely entrants? What delays the exit of unsuccessful competitors?

Market Structure, Competition, and Marketing StrategyWhat means of promotion will be used? Will there be cross-promotion

with another product or company?How is the product sold (independent sales force, in-house sales,

etc.)? What is the length of the sales cycle?Who makes the purchase decision? Describe the decision process.

How will the company influence the decision? Is there seasonality in the decision to buy the product or service?What are the normal terms for payment? What is the provision for

customer service?What incentives are offered to reseller, distributors, retailers, and the

like?What distribution channels are available?How influential are distributors, retailers, system integrators, training

organizations, and the like? How will the company influence them?

Market Structure, Competition, and Marketing Strategy

Who are the competitors (current and likely entrants) and what market share do they currently capture?

What are the strengths and weaknesses of each competitor vis-à-vis this company?

How aggressively has each competitor responded in the past to new entrants or competitor moves? What tactics has it used?

How does each competitor try to maintain or improve its market share?

Technology Assessment What is the company's technological advantage? How important are the features offered by the advanced technology to customers? How easily can competitors copy or circumvent the technological advantage? What stage of maturity is the technology: (a) Idea Stage; (b) Proof of Concept; (c)

Prototypes Available; (d) Alpha Stage; (e) Beta Stage? What outside agencies have shown support for the technology (federal government,

state technology supporters, universities, etc.)? Why? What outside resources can be drawn upon to advance the technology? Have patents been issued or applied for? What do the patents cover that provide a

sustainable competitive advantage? Does the company have the means to defend their patents against infringements by

competitors? Have appropriate licenses been obtained for technology that is integral to the product or

service, but which does not belong to the company? What are the terms (exclusive or non-exclusive, sunset clause, payment schedule?

Management Team Is there a well-researched and thoughtful Business Plan in place? Is every key manager and professional experienced enough to execute the Business

Plan? What deficiencies exist in the management team skills? How will the company recruit and retain key management talent? How does the management team compare to that of competitors? What motivates the management team? Has management returned wealth to investors previously? Have all key personnel signed non-compete agreements with the company? Do they

have any commitments with prior employers that limit their ability to perform for the company?

What does the Board of Directors/Advisors contribute to the company (advice, money, market contacts, recruiting contacts, etc.)?

How is the Board compensated? Do current investors present a cohesive and manageable group? Is there relative unanimity of vision amongst the management team, Board members,

and investors?

Operating PlanHow large is the development team? Is the size representative of

industry norms?What arrangements are needed with suppliers and distributors?

When will they be in-place? Are there multiple suppliers and distributors?

Does the proposed spending and staffing fit the marketing strategy?

How will the company recruit and retain key marketing talent? Do the staffing levels for accounting/finance and Human

Resources fit industry norms given size and maturity of the company?

What types of information systems does the company have? Do the quality of the systems, and the size of the staff necessary to maintain them fit with industry norms?

Start-up Milestone DescriptionCompletion of concept definition and initial

product testing

The company is able to articulate the combination of an identifiable market need and a product or service that will meet that need that is technically possible and fundable through reasonable means.

Completion of prototype product

A prototype product can be alpha-level software that establishes functionality on an appropriate platform, or, in the case of engineered products, a breadboard-level system that shows the capabilities in representative environment.

First financing First significant outside funding, (not counting “Friends, Family, and Fools” or small government sources) from a sophisticated investor (Angel), vendor financing, VC, or other seed-stage source.

Completion of initial production and

operations testing

Processes in place that indicate the product can be manufactured and delivered, and/or the service can be delivered on time and with sufficient quality, etc.

Market testing Initial large-scale marketing of the product or service in advance of full scale production

Production start-up The point at which the market is sufficiently well understood to begin putting production processes in place.

"Bellweather" sale The first time the company identifies a major target sale, mobilizes to address that target’s needs, and captures the work. In other words, the first time significant revenue is generated through conscious action and mature processes rather than dumb luck.

First competitive action

The first time a competitor emerges and forces an action on the part of the client to retain a current customer or compete for a new customer.

First major redesign or re-direction

The first time, in response to either of a threat or an opportunity, the client undergoes a significant redesign of current products and/or services, or develops new products or services that will significantly enhance the current offerings.

First major price change

The first time the company is forced to alter prices for existing products, and yet maintain quality and functionality.

Financial Review

Do the company’s financial projections (income statement, cash flow, balance sheet, AR/AP) go far enough into the future to show a clear path to profitability?

Are the assumptions that underlie the financial projections clear, concise, and reasonable ? Do they fit the operating plan?

Do the projections ft with historical financial statements?Do the margins, growth rates and spending levels match those of

successful competitors?Are future funding requirements realistic and adequate to provide

proper margin for unforeseen needs?Will they occur after the company has reached an important

milestone?

But wait … There's more ... Corporate Summary Fact Sheet Business Plan Marketing Plan Key Personnel Resumes Financial Planning, Cash Flow Model, Analysis Reports Financial Statements Profit and Loss Statements Balance Sheets, Intercompany Transfers Accounts Receivable / Accounts Payable Aging Summaries Tax Returns Asset Ledger Client List and Actual Sales Shareholder Statements Credit and Security Agreements Minute Book Summary of Litigation Non-Competition, Non-Solicitation, and Non-Disclosure Agreements

… and more ... License or Royalty Agreements Promissory Notes, Bonds, or Debentures Options or Rights for Capital Stock or Company Assets Partnership, Joint Venture, or Marketing, Agreements Material Contracts and Agreements Cost Sharing Agreements Contracts or Other Documents Affecting Assets Development or Technology Agreements and Documents Relating to

Business Assets Corporate Policies (Insurance, Operational, Health, Safety, HR) Summary of Pending or Proposed Assessments or Tax Liens Customer and Vendor Contracts Listing of Sales and Use Tax Returns (All Affected Jurisdictions) Implementation Plan

… Not all problems can be solved with money!!!

Money CAN help you:

• Write more code• Create prototypes• Test products• Acquire more sale leads.• Build a prettier website• Allow your QA team to improve quality• Give you time to make mistakes

… Not all problems can be solved with money!!!Money CAN'T help you:

• Know what code to write• Know what prototypes to build and test• Know how to convince customers to buy• Know what your website should say or do• Help you know when to ship the product even

though it’s not perfect• Teach you how to learn from your mistakes

A Final Thought …Focus on reducing uncertainty:• Emphasize how spending money will improve specific

things that are broken or missing only because money is lacking.

• For those things money can accelerate, show how well you’ve done and describe how more money will bring more results.

For those things money can’t solve and which you haven’t mastered, bring it up before the investors do and have a plan.

Show proof of your ability to learn, change, and improve.

If you don’t have a clear, plausible plan, don’t raise money yet. 

A (final) Final Thought …The bad versions of “No”:

The silent “No”: You submit a plan, make a call, have a meeting and … nothing  

The slow “No”: “This looks very interesting but we would like to see this, this, this and that.”

The “Yes” that is really a “No”: “We are very interested, but not right now because we are so busy. Can you come back in two months?

The good versions of “No”:

The clear and fast “No”: They look at your plan, have a meeting, and quickly offer a specific reason for saying “no.” 

The “No” in advance: “We don’t invest manufacturing”, “We only invest in B2C”, “We only invested in a company that has been referred to us by someone we trust.”

Are you ready for Due-Diligence?Probably not, but don’t worry …

As your company matures you will:• Generate the information needed to better

understand your market• Create sophisticated products and services• Build and manage a great team • Implement world-class processes• Create happy customers

And, when the time comes, you’ll be ready!

Questions?