Financials: How to Present Your Data to Attract Outside Investors alex.castelli@cohnreznick.com July 24, 2014 What is Accounting? “The language of business” Accounting communicates financial information to users for decision-making. Users of financial information include: shareholders, debtors, creditors, and investors. 2 What is Accounting? Accurate financial information provides: Information on your historical results(where you have been) Your current financial position(where you are today), and Insight into your future plans (where you plan to go) 3 Why Accurate and Complete Books and Records are Important 1. Credibility when dealing with investors, vendors and lenders When confidence in the numbers and underlying assumptions is lost, questions are raised and opportunities may be delayed or lost 2. Vital tool in running your business Cash management Tracking sales and expenses 3. Ability to respond to inquiries by regulators on a timely basis IRS 4. When opportunities arise, you need to be ready Potential investors Sale of the company 4 Common Financial Mistakes That Startups Make • Not doing anything – until it’s too late i.e. not maintaining any accounting books and records • Not seeking professional advice – accounting and tax • Not using accounting software or maintaining accounting records in a spreadsheet database i.e. excel. • Not separating the Company accounts from personal accounts i.e. having a separate bank accounts • Lack of proper backup (offsite or cloud preferred) 5 Common Financial Mistakes That Startups Make • Not understanding the difference between cash and accrual basis accounting • Not understanding their revenue model and the assumptions underlying financial projections. • Not keeping accurate and complete supporting records i.e. invoices, contracts, notices, etc. • Not maintaining an accurate capitalization table 6 Ta x M i s t a k e s T h a t S t a r t u p s M a k e • Sloppy record-keeping • Employees vs. independent contractors – a hot button with the IRS • Creating deductions you can’t use or lack of support for deductions taken • Making short-sighted decisions when deciding the type of legal entity to form, i.e. C- corp, S-corp, LLC 7 Selecting the Right Entity Structure The choice of entity structure is impacted by the future plans of your company. C-corporation • Most common and easily understood entity structure • Issue common and preferred stock • Taxed on earnings at the corporate level – “double taxation” • Distributions can be made to shareholders S-corporation • Flow-through entity for tax purposes / Members receive K-1s at year end • One class of stock/no more than 100 shareholders • Shareholders must be citizens or residents of the U.S. • Distributions must be proportionate • Election must be made 8 Selecting the Right Entity Structure Limited Liability Company • Flow-through entity for tax purposes/Members receive K-1s at year end • Flexibility based on Operating Agreement • Can be taxed as partnership or corporation based on election of members • Single member LLC is disregarded for tax purposes • Distributions do not need to follow ownership • Members cannot be employees. Guaranteed payments instead of W-2 wages • Certain jurisdictions may not recognize the LLC as a flow-through entity 9 Guide to Financial Statements There are four main financial statements. Balance sheets - show what a company owns and what it owes at a fixed point in time. Income statements - show how much money a company made and spent over a period of time. Cash flow statements - show the exchange of money between a company and the outside world also over a period of time. Statements of shareholders’ equity - shows changes in the interests of the company’s shareholders over time. 10 Guide to Financial Statements Balance Sheet Assets − Anything tangible or intangible that is capable of being owned or controlled to produce value. Liabilities − An obligation of an entity arising from past transactions or events, Shareholders’ Equity − Sometimes called capital or net worth. − Represents the money that would be left if a company sold all of its assets and paid off all of its liabilities. 11 Guide to Financial Statements December 31 2013 2012 ASSETS Current assets: Cash and cash equivalents Accounts receivable - trade Prepaid expenses Related party receivable Other current assets $ Total current assets Property and equipment, net Deposits Total assets $ 3,161,602 38,187 163,060 13,945 81,236 $ 405,848 291,974 119,109 5,329 302,676 3,458,030 1,124,936 2,364,328 43,868 2,428,779 29,543 5,866,226 $ 3,583,258 12 Guide to Financial Statements December 31 2013 . 2012 Liabilities and Stockholders' Deficit Current liabilities: Accounts payable Accrued expenses and other current liabilities Deferred revenue Revolving line of credit Accrued income taxes $ Total current liabilities 155,449 578,777 5,088,522 179,714 $ 558,676 929,396 1,418,685 1,936,927 93,622 6,002,462 4,937,306 Noncurrent liabilities: Other long-term liabilities 1,391,668 1,335,743 Total liabilities 7,394,130 6,273,049 Commitments and contingencies - Stockholders' deficit: Common stock - $0.01 par value, 50,000 shares authorized, 15,888 shares issued and outstanding at December 31, 2013 and 2012, respectively Additional paid-in capital Accumulated deficit Total stockholders' deficit Total liabilities and stockholders' deficit $ - 159 3,573,876 (5,101,939) 159 3,481,659 (6,171,609) (1,527,904) (2,689,791) 5,866,226 $ 3,583,258 13 Guide to Financial Statements Income Statement Shows how much revenue a company earned over a specific time period (usually for a year or some portion of a year). Shows the costs and expenses incurred. The literal “bottom line” of the statement usually shows the company’s net earnings or losses. This tells you how much the company earned or lost over the period. 14 Guide to Financial Statements . Year Ended December 31 2013 2012 Revenue $ Operating expenses: Cost of goods sold Research and development Sales, general and administrative 16,045,419 $ 17,308,269 487,487 4,533,267 9,407,307 1,392,204 3,876,458 7,847,769 14,428,061 13,116,431 Operating income Interest expense 1,617,358 78,064 4,191,838 93,295 Pre-tax income Provision for income taxes 1,539,294 469,624 4,098,543 172,622 Total operating expenses Net income $ 1,069,670 $ 3,925,921 15 Guide to Financial Statements Cash Flow Statements Reports a company’s inflows and outflows of cash. Important because a company needs to have enough cash on hand to pay its expenses and purchase assets. A cash flow statement can tell you whether the company generated cash. 16 Guide to Financial Statements Year Ended Decem ber 31 2013 2012 . Cas h flows from operating activities Net incom e Adjus tm ents to reconcile net incom e to net cas h provided by (us ed) in operating activities : Depreciation and am ortization Los s of dis pos al of fixed as s ets Stock-bas ed com pens ation Stock warrants is s ued for s ervices Decreas e (increas e) in as s ets : Accounts receivable - trade Prepaid expens es Related party receivable Depos its Other current as s ets Increas e (decreas e) in liabilities : Accounts payable Accrued expens es and other current liabilities Accrued incom e taxes Deferred revenue $ Net cas h provided by (us ed in) operating activities Cas h flows from inves ting activities Purchas es of property and equipm ent Net cas h us ed in inves ting activities Cas h flows from financing activities Repaym ents of prom is s ory notes payable to related parties Proceeds from exercis e of s tock warrants and options Proceeds from is s uance of prom is s ory notes payable Proceeds from revolving line of credit, net Dividends paid Net cas h (us ed in) provided by financing activities Net increas e (decreas e) in cas h and cas h equivalents Cas h and cas h equivalents , beginning of year Cas h and cas h equivalents , end of year 1,069,670 $ 539,350 83,594 8,623 357,959 66,494 98,134 2,024 253,787 (43,951) (8,616) (14,325) 221,440 173,385 (119,109) 1,979 (20,564) (320,834) (403,227) (350,619) 86,092 3,912,485 412,145 483,279 160,667 (9,739,541) 5,354,303 (4,518,061) (474,899) (1,090,988) (474,899) (1,090,988) (2,200,000) 700,000 (623,650) - (1,950,000) 24,104 3,450,000 623,650 (14,000) (2,123,650) 2,133,754 2,755,754 (3,475,295) 405,848 $ 3,925,921 3,161,602 3,881,143 $ 405,848 17 Guide to Financial Statements "If I'm making so much money, where is the cash?" Net Income and Cash Flow are two different concepts that cause small businessmen untold confusion and problems. Everyone understands the concept of cash coming in and cash going out. Business decisions are made from this perspective and not from reported accrued net income. Banks lend money on cash flow statements, not on income statements. Businesses survive on positive cash flows, not on reported net income. 18 Presenting to Investors When preparing projections: • Build your revenue model from the ground up – focus on paying customers vs. users of your product or service • Understand how much it will cost to acquire customers and how long you think you will retain the customer (customer churn) • Be able to show the impact of investor money on your projections – investors want to see how much the business will accelerate with more capital • Discuss when you anticipate you will be cash flow positive • Use a format that is clear and easy to follow -- provide more detail if needed 19 Presenting to Investors When presenting financial information: • Keep it simple and easy to understand • Understand your revenue model and be able to explain flat periods or delays in generating expected revenue • In most situations, shareholder loans will become equity and not repaid • If you invested cash in the company, show that as capital or equity. Sweat equity is NOT a financial statement line item. • Generally, for early stage companies a balance sheet and income statement will suffice – make sure the balance sheet balances and you can explain line items on the income statement. Don’t assume the team will be able to take significant salaries postinvestment – investors still want to see you hungry and motivated. 20 Closing Remarks You, the founder, need to understand basic accounting. While you can outsource the accounting or leave it to your controller, you still are responsible for your numbers. Not being able to present accurate financial statements to potential investors or bankers can delay or kill a deal. It is difficult to regain credibility in your financial reporting once it is lost. Seek advice from experienced professionals when you start your company and as needed as you grow. Always be prepared for someone to ask to do due diligence on your financial records. Maintain complete files to support what you report. 21 ABOUT THE PRESENTER ALEX CASTELLI, CPA, TECHNOLOGY & LIFE SCIENCES INDUSTRY PRACTICE LEADER Alex Castelli is the National Leader of CohnReznick’s Technology and Life Sciences Practice which assists private, public, and venture and private-equity backed companies succeed at each stage of their life cycle. With nearly 25 years of experience managing the audit, accounting, and reporting issues of middle-market companies, he dedicates his practice to serving an entrepreneurial client base. Alex is based in the firm’s Tysons Corner office where he serves as Managing Partner. Contact: Alex Castelli 8045 Leesburg Pike, Suite 300 Vienna, VA 22182 703.744.6708 alex.castelli@cohnreznick.com www.cohnreznick.com Twitter: @CR_TechInd 22