Financing your enterprise TiE Institute Series IIIrd of VI June 24, 2006 TiE Institute Knowledge Series 2006 29th April p Developing informed entrepreneurs through. . . Experience Training Interaction Exercise Sustaining growth and Enterprise Maturity 6 30th Sept 1 Characteristic s of an Entrepreneur Walk-through the entrepreneurial lifecycle !! 2 27th May Concept Managing Human Resources 26th Aug Organisation 5 Forming your enterprise Maturity 3 Marketing and Scalingup! 29th July 4 Financing 24th June your Enterprise Agenda Approaching Finance . . . (pre-lunch) I. – In the Business Plan • • – Ashwin Rathi – Deloitte Haskins & Sells Moderated by … Shantanu Surpure, Economic Laws Practice (ELP) In the Enterprise • • • Dr. Anand Patkar – Management Consultant & Trainer Dr Prof. Kanu Doshi, Dean – Finance, Welingkar Institute Moderated by Ashok Jani, Chair TiE-Institute Funding Options . . . (post-lunch) II. – Private Equity • • • – Angel Investing – Sasha Mirchandani, Imercius Technologies Growth Stage Funding – Vipul Mankad, President, SIDBI Venture Seed Funding & Moderated by … Mahesh Murthy, Pinstorm T h l i Technologies Debt Funding • • Sanjay Shirole – AGM, ICICI Bank Prakash Kumar – DGM, SIDBI Approaching Finance . . . In the Business Plan Presented by Ashwin Rathi Deloitte Haskins & Sells Moderated by . . . Shantanu Surpure Economic Laws Practice (ELP) Contents • Business Plan • Funding options – Debt – Equity Business Plan A business plan is a summary of how a business owner, manager, or entrepreneur intends to organize g an entrepreneurial p endeavor and implement activities necessary and sufficient for the venture to succeed. It is a written explanation of the company's business model. Business Plan • Business plans are used internally for management and planning and are also used to convince outsiders such as banks or venture capitalists to invest money into a venture. • Business plans are noted for often quickly becoming out of date. One common belief within business circles is that the actual plan may have little value value, but what is more important is the process of planning, through which the manager gains a greater understanding of the business and of the options available. available Business Plan • A business plan can be seen as a collection of sub plans including a marketing plan sub-plans plan, financial plan, production plan, and human resource plan. • Specialized sections such as product research and development, p , legal g strategies, g , marketing g research, or inter-company collaborations, are added to deal with unique features or characteristics of the business or its markets Business Plan – Typical Format • Executive summary - explains the basic business model model, gives rationale for the strategy • Background – gives short history of company (unless it is a new company) – provides background g details such as • age of company, number of employees, annual sales figures, location of facilities, form of ownership – background of key personnel including – owners, owners senior management Business us ess Plan a – Typical yp ca Format o at • Marketing – – – – – – – – the macroenvironment the competitive environment th iindustry the d t the customer priorities product strategy pricing strategy promotion strategy p gy distribution strategy Business us ess Plan a – Typical yp ca Format o at • Production and manufacturing –d describe ib allll processes – production facility requirements - size, layout, p y, location capacity, – inventory requirements - raw materials inventory, finished goods inventory, warehouse space requirements – equipment requirements – supply chain requirements – fixed cost allocation Business us ess Plan a – Typical yp ca Format o at • Finance – – – – – – – – source of funds existing loans and liabilities assumptions projected sales, costs, profitability cash flow statement break even analysis ratios – ROI, CR, TOL/TNW, DE, DSCR etc. sensitivity analysis Business us ess Plan a – Break ea even e e a analysis a ys s • Analysis of the behaviour of revenues & cost in relation to volume to determine – The level of activity at which revenues and costs are equal (break-even point), and – How profit varies with volume • BEA is based on following assumptions – – – – Costt classification C l ifi ti – Fixed Fi d & V Variable i bl Constancy of unit selling price Stability Stab ty o of p product oduct mix No change in inventory Business us ess Plan a - Break ea even e e a analysis a ys s • Break-even Quantity = (F + I) / (P – V); where – – – – F = Fixed operating costs I = Interest cost P = Unit selling price V = Unit variable cost • Break-even Sales in Rupees = (F + I) / (1- V/P) • Cash break Even = Depreciation is reduced from the Fixed Operating cost cost, thereby reducing the break-even point Business us ess Plan a – Ratios at os • Return on Investments (RoI) – ROI = NOPAT / Investments; where • NOPAT = net operating profit after taxes • Investments = Owned capital + Long term borrowed capital • C Currentt R Ratio ti (CR) = C Currentt A Assets t / Current C t Liabilities Li biliti • Total Outside Liabilities / Tangible Net Worth = (TOL/TNW); where – TOL = Long Term Loans + Short Term Loans + Current Liabilities; and – TNW = Owned funds – Miscellaneous expenditure Business Plan – Ratios • Debt equity ratio (DE) shows the relative contributions of creditors and owners owners. – Debt consists of all debt, short-term as well as long-term – Equity consists of net worth plus preference capital • Debt Service Coverage Ratio = Σ PATi + DEPi + INTi Σ INTi + LRIi – – – – – PAT = profit after tax DEP = depreciation INT = interest on long term loan LR = loan l repaymentt iinstallment t ll t i = period of the loan Business us ess Plan a – Se Sensitivity s t ty Analysis a ys s • A technique of risk analysis which studies the responsiveness i off a criterion it i off merit it lik like nett present value or internal rate of return, DSCR, etc to variations in underlying factors like etc. selling price, quantity sold, operating costs, etc. • Scenarios are generated wrt the base case: – Sales reduced by x% – Operating p g costs up p by y x% – Mix of above two Business us ess Plan a – Typical yp ca Format o at • Human resources – – – – – – – assign responsibilities training required skills required union issues compensation skills availability new hiring Business Plan – Typical Format • SWOT Analysis – – – – Strengths Weakness Opportunities Threats In a nutshell……… What is a Business Plan? • Sets out your company’s plans • Shows how those plans can be achieved • Demonstrates that the planned outcome meets the requirements of the reader In a nutshell……… What purpose does a Business Plan serve? • External use – Fund raising application • Internal use – Own management – Parent Co. In a nutshell……… What do readers want to see? • Grants • Banks – how much do you want to borrow? – what do you want the money for? – when will you be able to repay the borrowing? – will you be able to pay the interest? – could your company survive a setback in its plans? – what security, if required is available for the lending? • Venture Capital & Development Capital – a substantial return – they usually want an exit route In a nutshell……… What does Venture Capitalist examine • The track record of – The Company – The management – The market • The forecasts – Are they achievable? – What can go wrong? • The critical factor – Management – How will the investors make an adequate return? Practical Hints • • • Who should write the Business Plan? - Management How long should it be? – as short as possible Planning the Plan – Understand what information should be included in the Business Plan – Decide on the section headings for your plan and prepare an index – Decide who is to co-ordinate and write the plan – Agree who is to provide the necessary information information- management or advisers – Gather information for each topic and jot down the ideas – Organize the information logically – Start writing – Challenge the assumptions – Expect revisions – Business plans are not written written, they are re re-written written Practical Hints • • • • • • • • Do not use Jargon Do not repeat yourself Support your claims Worried about Confidentiality Do not be selective A Second Opinion First Appearances pp Count Four Dos and one Don’t – – – – – Do provide and index Do provide a summary D number Do b each h copy Do show who the business plan is submitted by Do not produce too many copies Approaching Finance – Flow cart Preparation of Business Plan 10 Submission to select investors 10 10 0 30 days Identification Project / Implementation Conclusion Negotiation 10 5 Agreement F db k Feedback 10 Due Diligence 15 Term Sheet Funding options EQUITY DEBT Promoters Equity Financial Institutions Angel Funds Banks Seed Capital International Funds Venture Capital Securitization Private Equity Debt Financing • Long term – Term Loans – Institutions, Banks – Deferred p payment y g guarantees – For fixed assets • Working capital – Fund Based – Current assets less current liabilities – Non-fund based – bank guarantees, letter of credit – For working capital Equity Funding - Venture Capital • Venture Capital p - Financing g for new businesses. In other words, money provided by investors to start-up firms and small businesses with perceived, long-term growth potential. This is a very important source of funding for start-ups that do not have access to capital markets. It typically entails high risk for the investor, but it has the potential for above-average returns • Venture capital can also include managerial and technical expertise. Most venture capital comes from a group of wealthy investors, investors investment banks and other financial institutions that pool such investments or partnerships. This form of raising capital is popular among new companies, or ventures, with limited operating history, who cannot raise funds through a debt issue. issue The downside for entrepreneurs is that venture capitalists usually get a say in company decisions, in addition to a portion of the equity. Equity Funding - Venture Capital • Angel Investor - A financial backer providing venture capital funds for small start-ups or entrepreneurs – Typically, angel investors are friends or family members. members • Seed Capital p - The initial equity q y capital p used to start a new venture or business – This initial amount is usually quite small because the venture is still in the idea or conceptual stage. Also, there's a high risk that the venture will fail fail. Initiating process of approaching VC • Business & Strategic Planning – Well written business plan • Effective networking – Professional advisors • Narrowing the field – To be noticed amongst ‘000 of proposals – Investment p preference of the VC Meeting with Venture Capitalists • • • • • • • • • • Have a dress rehearsal Have a mentor Have a detailed game plan Have your team available to meet the venture capitalist Have passion but not rose-coloured glasses Have a way to demonstrate your personal commitment to the project Have an open and honest exchange of information Have a big market and a big upside Have an understanding of what really motivates the venture capitalist’s decision Have an exit strategy Term Sheet • A non non-binding binding agreement setting forth the basic terms and conditions under which an investment will be made. • Term sheets are templates that are used to develop more detailed legal documents Term Sheet • • • • • • • • Issuer Investors/amount of investment Type of security Number of shares Founders Price per share Capitalization of the company Ri ht preferences, Rights, f privileges i il – dividend provisions – liquidation preference – conversion – Anti-dilution provisions – voting rights – protective provisions • • • • • • • Information and registration rights – Information rights – Demand rights – Piggy Pi b back k registration i i – Registration expenses – Other registration provisions Board representation Use of proceeds Employment relationships Drag-along rights Right of first refusal T along Tag l rights i ht Term Sheet • • • • • Confidential information and inventions assignment g agreement g The stock purchase agreement Redemption Voting agreement Conditions of closing – Completion of due diligence to the satisfaction of the Investors in their sole discretion – Execution by the company of a Stock Purchase Agreement and related agreements satisfactory to the investors in their sole discretion – Compliance by the company with applicable securities laws – Opinion of counsel to the Company rendered to the investors in form and substance satisfactory to the investors – Other material conditions, to be discussed – Such other conditions as are customary for transactions of this type – Execution by the founders of a Voting Agreement Term Sheet • • • • • • • Expenses Finders Closing Expiration of proposal C fid ti lit Confidentiality Counsel to the investors C Counsel l tto th the company Concerns - Company • • • • • • • Loss of management g controls Dilution of personal stock Repurchase of your personal stock in the event of employment termination, retirement or resignation Additional financing Security interests being taken in key assets of the company Future capital p requirements q and dilution of the founder’s ownership p and Intangible and indirect benefits of venture capitalist participation, such as access to key industry contacts and future rounds of capital Concerns - VC • • • • • • • • • Your company's p y current and p projected j valuation Level of risk associated with this investment The fund’s investment objectives and criteria Projected levels of return on investment Liquidity of investment, security interests and exit strategies in the event of business distress or failure (“Downside Protection”) Protection of the firm’s ability to participate in future rounds if company meets or exceeds projections (“Upside ( Upside Protection Protection”)) Influence and control over management strategy and decision making Registration rights in the event of a public offering and Rights off first f refusal f to provide future f financing f Concerns - both • Retention of key members of the management team ( and recruitment of any key missing links) g the syndicate y • Resolution of anyy conflicts among of investors (especially where there is a lead investor representing several venture capital firms) • Financial strength of the company post investment • Tax ramifications of the proposed investment Due Diligence In finance, due diligence may refer to the process of research and analysis that takes place in advance of an investment investment, takeover, or business partnership. The potential investor generally uses in-house resources or hires a consulting firm that specializes in due diligence and corporate investigations to investigate the background and principals p p of the target g company. p y Due Diligence A due diligence d ge ce assignment ass g e t ge generally e a y includes c udes reviewing e e g press and listing filings, checking for regulatory and licensing problems, identifying liens and judgments, and uncovering civil and criminal litigation matters. Sophisticated investigators will also search for conflicts of interest, insider trading g and p press and p public records that identify problems that may have occurred under the principal's "watch." Due Diligence g The investigative results may be prepared in a "due due diligence report" that the investor uses to understand risks involved in the investment. In addition to identifying risks and implications of an investment, due diligence may include data on a company's solvency y and assets. The due diligence process is covered by confidentiality undertakings g and supported pp by y warranties. Building the Cross-Border Enterprise – Analysis and Comparison of the Legal Issues of Venture Capital Investing in the US and India Shantanu Surpure Partner, Economic Laws Practice TiE Institute, Institute Mumbai, Mumbai June 24, 24 2006 ELP Venture Capital and Private Equity Practice ELP Venture Capital and Private Equity Practice Certain Fundamentals are Universal in Venture Investing Product or Service M k t Market Management Team Ability to Execute Business Plan Due Diligence “One One Hour Rule” Rule has been broken New Ecosystems New Rules, New Structures, End to End Solutions ELP Venture Capital and Private Equity Practice Compare Legal Structures and Documents between Silicon Valley and India Incorporation in the US California or Delaware, Secretary of State, Department or Division of Corporations More than 60% of Fortune 500 companies incorporate in Delaware Can incorporate in a day or even hour, open until 9pm, accept faxed signatures, one shareholder, one director, no minimum capital, board meetings by telephone, must qualify as a foreign corporation Entity Selection – LLCs – hybrid between a partnership (flow through tax) and a corporation (limited liability) S corporation, taxed as a partnership C corporation, generally preferred, can create different classes of shares, par value is typically $0.0001 per share Do not need to be a US citizen or a Delaware resident, appoint agent for service of process Incorporation in India Registrar of Companies, not critical which state, Company Law (Companies Act) is a Central subject unlike the US where the Delaware General Corporation Law and California Corporations Code are state subjects No LLCs, no LLPs, incorporate as a private company, Section 3(1) iii of Companies Act Takes up to three weeks, forms in triplicate, require two shareholders and two directors, minimum capitalization of Rs. 1 lakh, no telephone board meetings, par value is typically Rs. 10 per share ELP Venture Capital and Private Equity Practice Equity Instruments in the US Common and Preferred Stock Common Stock – typically founder’s founder s stock Preferred Stock – liquidation preference (sale of the Company is a liquidation event), anti-dilution measures, redemption rights, participating preferred, dividend, conversion into Common upon certain events, protective provisions, separate voting as a class Morris v. American Public Utilities, 14 Del. Ch. 136, 122A. 696 (1923) and Rice & Hutchins, Inc. v. Triplex Shoe Co., 16 Del. Ch. 298, 147A 317 (1929) – Unless a preferred stock is denied a right to vote in the Certificate of Incorporation, it has such a right Equity Instruments in India Equity shares, Companies Act amendment in 2000 allows for voting rights, s86 of Companies Act, differential rights as to dividend, voting, etc., enshrine these rights in the Articles of Association; Preference shares – quasi debt instrument, limited or no voting rights, instrument often used is convertible preference shares Q&A Approaching Finance . . . In the Enterprise Presented P t d by b Dr. Anand Patkar Management Consultant & Trainer Moderated by . . . Prof. Kanu Doshi, Dean – Finance Welingkar’s Institute PURPOSE OF THE BUSINESS Converting Resources to Results….. RESULTS > RESOURCES Value Addition Creation Of Wealth CORPORATE FINANCIAL OBJECTIVE RETURN ON NET WORTH OR RETURN ON SHAREHOLDERS EQUITY RONW = PAT/NW PROFITABILITY COMPONENTS RETURN ON NET WORTH PAT PAT PBT PBIT X = X X NW PBT PBIT SALES SALES X C.E. PAT/PBT PBT/PBIT PBIT/SALES : TAX MANAGEMENT : INTEREST MANAGEMENT : MARGIN ON SALES SALES/C E SALES/C. E. : INVESTMENT TURNOVER C. E./NW : LEVERAGE MANAGEMENT C.E. NW TOTAL MANAGEMENT PERFORMANCE FINANCIAL MANAGEMENT PERFORMANCE PLUS OPERATING MANAGEMENT PERFORMANCE RETURN ON INVESTMENT ROI = PROFIT/CAPITAL EMPLOYED = (PROFIT/SALES) * (SALES/C. E.) SALES COSTS SALES-COSTS SALES SALES C. E. X MARGIN X INVESTMENT TO EFFICIENCY X EFFECTIVENESS HOW WELL X HOW MUCH QUALITY X QUANTITY HINDUSTAN LEVER LIMITED 1997 1998 1999 2000 2001 2002 2003 8343 10215 10918 11392 11781 10952 11096 580/1261 837/1713 1070/2103 1310/2488 1541/3044 1731/3659 1804/2139 46.0% 48.9% 50.9% 52.7% 53.9% 48.4% 82.8% 0.68 0.74 0.77 0.79 0.79 0.79 0.80 10.9% 11.9% 13.7% 15.7% 19.7% 20.1% 20.2% SLS/CE 5.4 4.8 4.45 4.01 3.50 2.95 2.89 CE/NW 1.15 1.15 1.08 1.05 1.03 1.02 1.80 58 9% 58.9% 57 1% 57.1% 61 8% 61.8% 64 6% 64.6% 62 4% 62.4% 59 3% 59.3% 58 4% 58.4% SALES PAT/NW RONW PAT/PBT PBT/SALES ROI VIDEOCON INTERNATIONAL LIMITED 90/91 91/92 92/93 PAT 26 46 48 63 86 NW 70 157 342 742 785 29% 14% 9% 11% RONW 37% 93/94 94/95 VIDEOCON : ROI TRENDS 90/91 SALES 515 PBIDT 51 INVST 268 Margin 10% Invs. TO 1.9 ROI 19% 91/92 689 85 372 12% 1.85 23% 92/93 727 98 632 13% 1.15 16% 93/94 915 99 1096 11% 0.83 9% 94/95 1137 123 1504 11% 0.76 8% Superlative Supe at e Corp Co p Performance e o a ce MANAGING MARGINS MARGIN = PROFIT/SALES PROFIT = S - VC - FE = (P-V)X – FE P = SELLING PRICE PER UNIT V=VAR COST PER UNIT V=VAR. X = NO. OF UNITS SOLD; P-V = CONTRIBUTION MARGIN PER UNIT, (P-V)/P = MARGIN AS % OF SALES PRICE MANAGERIAL IMPLICATIONS Business profits are influenced by interplay between V.C. V C %, % Margin per unit, unit Product mix, Sales volumes and Fixed expenses. COMPANY PROFITS = ∑ Xi(Pi – Vi) – FIXED EXPENSES Where Products Prices Variable Cost X1 ……….. Xn P1 ………… Pn V1 ………… Vn THE C CHANGING G G PARADIGM G SALES = COSTS + PROFITS PROFITS = SALES - COSTS COSTS = SALES - PROFITS PROFIT DRIVERS SALES VARIABLE COSTS Contribution Margin PRODUCT MIX AND QUANTITY FIXED EXPENSES Overheads Utilisation p and IT ABC,, Process Optimisation MANAGEMENT PERSPRCTIVE Track costs by their behaviour rather than function Cost plus margin based pricing no longer works Total cost cost” of a product is a myth “Total Manage for target cost. PROFIT V/S CASH PROFITS ARE FOR THE BOOKS CASH IS FOR REAL WORKING CAPITAL CYCLE FINISHED GOODS RECEIVABLES WAGES, SALARIES WAGES OVERHEADS CASH WORK IN PROGRESS MATERIALS SUPPLIERS FREE CASH FLOW - I WHAT IT MEANS Difference between Net Cash Flow generated g by operations and Net Cash required for continuity and maintenance of normal b i business (i l di normall growth). (including th) FREE CASH FLOW - II EXAMPLE : XYZ COMPANY FIXED ASSETS : 70 WKG CAP : 80 TOTAL 150 NET WORTH : 70 DEBT : 80 TOTAL 150 SALES 250 (NORMAL GROWTH 12%) PBDIT 37 (15%) DEPRN 7 (10% OF FIXED ASSETS) INTEREST 12 ( 15% OF DEBT) TAX 4 PAT : 14 RONW 20% FREE CASH FLOW - II XYZ CO. …(CONTD) CASH PROFIT AFTER TAX 14+7 OLD LOAN REPAYMENT, 1/7 OF DEBT, DIVIDEND PAYOUT PAYOUT, 1/3 OF PROFIT PROFIT, CASH AVAILABLE (21 - 12 - 5) NORMAL CAPEX, 10% OF FA NWC GROWTH, GROWTH (12%, (12% LIKE SALES) TOTAL FUND REQD 17, OF WHICH OWN 50% FREE CASH FLOW = A-B = 4-8 = 21 12 5 (A) 4 7 10 (B) 8 -4 FREE CASH FLOW FOR PROFIT CENTRE A. SALES B. VARIABLE COSTS (RMC, POWER, G+F, COMM., FC ON WKG. CAP.) C. CONTRIBUTION PROFIT (A-B) (A B) D. FIXED EXPENSES (MFG., SELLING & CORP. O’HEADS, FC ON FA) E. CASH PROFIT (C (C-D) D) F. NORMAL CAPITAL EXP. G. CHANGE IN NET WORKING CAPITAL H FREE CASH FLOW (E-F-G) H. FREE CASH FLOW DRIVERS Sales Quantity Product Mix and Net Contribution Management of Overheads Normal Capex W ki Capital Working C it l (I (Inventory t and dR Receivables) i bl ) THE CO CONTROL O PROCESS OC SS MIS BUDGET ACTUAL VARIANCE ANALYSIS REASONS CORRECTIVE ACTION Q&A THANK YOU Networking Lunch Agenda Funding Options . . . (post (post-lunch) lunch) – Private Equity • • • – Angel Investing – Sasha Mirchandani, Imercius Technologies Growth Stage g Funding g – Vipul Mankad, President, SIDBI Venture Seed Funding & Moderated by … Mahesh Murthy, Pinstorm Technologies D bt Funding Debt F di • • Sanjay Shirole – AGM, ICICI Bank Prakash Kumar – DGM, SIDBI Funding Options . . . Private Equity . . . Angel Investing S h Mirchandani Sasha Mi h d i Imercius Technologies Growth Stage Funding Vipul Mankad President - SIDBI Venture Seed Funding & Moderated by … Mahesh Murthy, Pinstorm Technologies Who is an ANGEL INVESTOR ? Individual private investors who invest in private companies are commonly and affectionately known as “angel investors” A “TYPICAL” C ANGEL G PROFILE O • • • • • Income exceeds $100,000 $100 000 40-60 yrs old Net worth in excess of $ 1 million Previous successful entrepreneurial exp Expects to hold on to investment for up to 5 to 7 yrs(some exceptions always there) • Prefers to invest close to home A “TYPICAL” C ANGEL G PROFILE O • Enjoys j y advising g the entrepreneur p and likes to be p part of the action • Invests on average $150,000 but may participate in a syndication y of other angel g investors bringing g g the total investment to multiples of individual investments • Refers deals to other private investors even if he/she has chosen not to invest • Likes to invest in a industry generally where he/she is familiar g referrals • Sources deals through EXIT MECHANISMS C S S • Public offering on a public exchange • Buy back of a investors shares by the principles of the company • Acquisition A i iti b by a thi third d party t • Next round of funding You could identify future purchasers of your business so that angel has a sense of how the business might be sold in the future THE BIG G C “CHEMISTRY” C S • Angels are people who generally have entrereunial experience and want to get involved rather than be passive investors – therefore it is crucial that the proper chemistry exists between the angel and the entrepreneur. • Tough issues should be dealt with upfront this can hopefully help avoid nasty disputes that may come up in the future future. WHEN DO ANGEL INVESTORS USUALLY INVEST • A angel investor usually funds a company when it is in the start up or first stage of development. • Angels also become involved in a company which is underperforming and requires capital for a turnaround turnaround. • On the whole financing g from angel g investors p precedes any financing from venture capitalists and a good angel often paves the way to subsequent infusion of venture capital or other financing. financing THINGS THAT ANGELS BRING TO THE TABLE • The ideal angel will not only have entrepreneurial experience but also relevant industry experience • Among A other th things thi that th t an angell will ill d do are – Refine your business plan – Determine the needs of top management and help find managementt personall – Obtain key contacts for strategic partnerships – Develop financing strategies and locate sources of funding REFERENCE C THE ANGEL G • What kind of industry contacts does the angel have? • Was the angel g able to make important p introductions to prospective clients? • Did the angel connect you to strategic partners? • Did the angel help you recruit board members and management? ANGEL OR DEVIL? • A Angels l can b be quite it d demanding di off your titime which hi h iis a very precious commodity and therefore “angel management” is very important. • At the time of investment it is very useful to agree upon tthe e manner a e in which c co communication u cat o will be co conducted. ducted • It may be useful to settle upon monthly meetings on a predefined date and time time. ABSENTEE S ANGEL G • You may be faced with a angel who is to busy with other business obligations to help with your business. • If it is your expectation to obtain a expertise from an angel you should sit down with the investor before the deal and be clear about the time commitment you desire from him/her. BE PREPARED • Put together a solid management team team. – A solid management team is essential for any efforts to raise money successfully. • If you do not have a complete management team you must identify areas where the team has gaps and provide the angel with a realistic plan for doing so. – Don’t fake it or tryy to cover anyy g gaps p up. p BE PREPARED • Organize your financing in a sensible way taking into account future rounds of investment. – Big salaries and flashy perks turn off potential investors. • Prepare an effective business plan plan-a a good plan usually states more than why the businesses is such a great opportunity. BE PREPARED • Protect your intellectual property property. – This is getting more and more important as many companies are now basing there success upon propriety intellectual property. • Practice your pitch and do not get discouraged THE LOCAL SCENE FOR ANGEL INVESTORS • Still scattered in Bombay g with p people p like • Delhi has a band of angels Raman Roy, Jerry rao, etc putting g together g a local band of angels g • We are p which meets every month. YOU OU C CAN FIND A ANGEL G • Best way to find a angel is through referrals • Network Network Network: – Networking is hard work it requires time energy and follow up. – It is a long haul so be prepared. CO C US O CONCLUSION • Be prepared • Reference the Angel g • Network… Network…Network • Be persistant How to not get funded. funded The 10 commandments. <seedfund> 1 Have a brilliant idea 1. idea. We don’t fund ideas. We fund businesses A business is an execution of businesses. an idea that earns more money than it costs, sustainably. <seedfund> 2 Present a proven concept. 2. concept We fund un-proven concepts. The “Indian version” of X will usually be defeated by X itself. <seedfund> 3. Come with estimates of 3 future market size from Nasscom, KPMG, Deloitte, Gartner and IDC. Nobody can predict the future – least of all someone in consulting who hasn hasn’tt worked in the real market. Their numbers are bullshit, and we all know it☺ <seedfund> 4. Estimate, top-down, that you’ll you ll capture, capture conservatively conservatively, 1% of the estimated market. Why 1%? It might be 0.1%. Or 100%. R Revenues d depend d on effort, ff t human h execution, sales funnels, sales calls, closingg - not some top-down p number. <seedfund> 5. Come with detailed financial projections for 5 years. Again, no one can predict the future. A 1 year or 18 month th projection j ti iis about b t the limit we can believe. <seedfund> 6. Do all the research, have the confidence that you know it all, all and know you just need money. We don’t fund know-it-alls. We fund companies we can actively help – and who want to be actively helped. <seedfund> 7. Have a great resume, with a t E top Engineering gi i gd degree g and da top MBA - be a superstar in the making. W fund We f d teams. Not N iindividuals. di id l W We don’t care for qualifications. <seedfund> 9. Make a b-plan based on market salaries. We always want to see lower-thanmarket salaries. <seedfund> 10. Have a plan B to pay the bills while this works out. We don’t want you to have any other alternative. It HAS to work out. <seedfund> 11. Plan to own a majority of the equity. Be ready to eventually have 25% or less. B tt tto have Better h 1% off a 100 cr company than 100% of a 1 cr company <seedfund> 12. Hope to become a huge success and a billionaire. We know most of you wont. But the pleasure is in the trying. <seedfund> 13. Have a formal, professional relationship with us. We’re not stuck-up. We’d rather work with people who treat us as friends. <seedfund> 14. Don’t trust a VC or investor. Make sure every point in the agreement is double-checked by your lawyer. We work on trust. trust <seedfund> 15. Prepare for hard work – get ready to give up on all other interests. Hey, if you aren’t having fun – we won’t☺ ☺ <seedfund> 16. Send your plan to all possible funders. Send it to mahesh@seedfund.in:) I’m at 98922 49969. <seedfund> F di Growth Funding G th … Vipull M Vi Mankad k d SIDBI Ventures Presentation Outline… • Funding Options - Overview – Factors considered for Equity • Sustaining Growth-Issues • Venture Funding – Approaching VC – Evaluation Criteria • VC as Partner Financial Structuring.. • OWN FUNDS – EQUITY – INTERNAL ACCRUALS • BORROWED FUNDS – TERM LOANS – DEBENTURES/ BONDS – LEASE/ HP/ FD Sources Sou ces … Equity qu ty • EQUITY – – – – PROMOTERS FRIENDS / ASSOCIATES ANGELS INSTITUTIONS • VENTURE FUND • PVT EQUITY – PUBLIC Factors to consider for Equity q y… • EQUITY – Degree Of Dilution • Present and Subsequent rounds of Funding • Valuation – Growth and Exit Possibilities • Potential for Capital p Appreciation pp / EPS / BV Sou ces Sources… • Angel, HNIs • Incubators – – – – IIT-Mumbai , Delhi, Kanpur IIM A IIM-A ISB Nirma Lab • Some S VC F Funds d – State level funds promoted by SIDBI • Other agencies g g giving g soft debt – TDB, Spread etc Sustaining Susta g Growth G o t – Issues ssues • • • Needs Growth Capital – Sustain and increase Market share – Maintain Competitive Advantage Low Resource Base / Liquidity – Constraints on debt raising capability Management bandwidth – Requires Strategic Inputs – Building B ildi T Team / S Systems t – Develop Growth Strategy Venture Capitalist p -ap partner that provides “Value Added Investment” Approaching pp oac g VC… C • Evolve Long Term Growth Strategy – Strong Value Proposition • High probability of Commercealisation – Scalable Business Model • Prepare well thought-out Business Plan – – – – Business Focus & Growth Strategy Milestones Realistic Projections Exit Options Approaching pp oac g VC… C contd. co td • Prepare to dilute …Owning O i Large L Part P t off a Small S ll Business B i or Small Part of a Large one… • Select a Partner (Strategic / VC) that … – Shares Vision and Objective – Provides Strategic g Inputs p & Complementary p y Relationship BUSINESS PLAN - WHAT VCFs LOOK FOR SIMPLE -CLEARLY HIGHLIGHTING : • CORE STRENGTHS – Promoters & Team – Value Proposition, Competitive Advantage – Key Customers, Customers Market Market,Growth Growth Potential • • • • • GROWTH PLANS STRATEGY & TIME FRAME TO ACHIEVE SET MILESTONES FUND REQUIREMENTS & DEPLOYMENT PLAN REALISTIC FINANCIAL PROJECTIONS Exit Options Investment est e t C Criteria te a Risk Analysis… • Promoters Background / Quality of Management – – – – – Vision Experience Ability to Innovate / Change Rapidly Ability to Build Team Marketing and Branding Skills Investment est e t C Criteria te a - Co Contd td • Product / Service / Idea – Product Concept / Value proposition – Stage of Development / Level of Acceptance – Competitive Advantage and its sustainability / Entry Barrier – Scalability Investment Criteria - Contd. • Valuation – Revenue / Profit Multiple – IPR – Customer Base / strategic Relationships • Exit Options – Trade Sale – Merger – IPO Value a ue Addition dd t o • Implementation of Business Plan – Using Network – Team Building – Resource Planning • Implementation of Systems – Corporate Governance • Evolving Growth Strategy • Provide Outside View VC Expectation … Post P t Investment I t t • Transparency p y / Corporate p Governance • Openness to Constructive suggestions • Growth Appetite – Organic / Non Organic Growth • Build Team • Build S System • Preparedness to dilute and facilitate Exit Lessons esso s Learnt… ea t • Customer acceptance takes long time • Expenses tend to overshoot budget while R Revenues ttrailil ttargets t • Need to deploy resources for upgrading product on continuous basis • Financial discipline very important – Managing M i C Cash h and dD Debtors bt SIDBI/ SVCL …VC Initiative • Fund of Funds – 22 Funds with total investment aggregating gg g g to Rs 300+ Crs • Own Fund • National Fund For Software and IT (NFSIT) – Corpus Rs 100 Cr – contributed by SIDBI, IDBI & MIT • SME Growth Fund - corpus p of Rs 500 Cr . NFSIT S • Focus : – Software (Product /Service), /Service) Communication, Communication Media, Training and Education, Internet, IT Enabled Services • National Focus • Prefer SME Sector • Investment range - Rs 1 to 5 crore NFSIT S • Committed Rs 75 Cr to 29 units – Software Products / Services , BPO, Internet based services , Media , IT Training, Design, Payment gateway, gateway Speech Recognition…. Recognition SME Growth S G o t Fund u d • Corpus Rs 500 Cr • Focus on Growth sectors • Committed investments in 9 Companies : Health care and Pharma Pharma, Retailing Retailing, Auto Components Components, Service Infrastructure, Logistics, Alternative Energy etc… Thank You… Visit us @ WWW.SIDBIVENTURE.CO.IN Q&A Funding Options . . . Debt Funding. Funding . . Private Bank’s Perspective Sanjay Shirole AGM - ICICI Bank Development Bank’s Perspective P k h Kumar Prakash K DGM - SIDBI Development Bank’s Bank s perspective on Debt Funding Presentation by y Prakash Kumar, DGM, SIDBI SME Development Centre 133 Dev. Bank approach pp to Project j lending g • Development banks main business is to lend for specific projects, carefully selected and prepared, thoroughly appraised, closely supervised and systematically evaluated • The concentration on project lending is directed at ensuring that banks funds are invested sound, productive projects that contribute to the development of the country country’s s economy as well as its capacity to repay the loan. SME Development Centre 134 What is Project j Appraisal pp • C Comprehensive h i and d systematic t ti review i off allll aspects t off a project j t • Appraisal provides broad guidance to the institution to form its judgment regarding future success of the project and work out the terms and condition of the assistance • The main object of appraisal is to improve and revamp the project with the co operation of the promoters co-operation • Expediting the appraisal depends very much on the speed with which the information is coming from the promoters SME Development Centre 135 Various aspects p of Project j Appraisal pp • Management • Technical • Financial Fi i l • Market SME Development Centre 136 Management g Appraisal pp • The entrepreneur – – – – – – – – – – • Character – honours his commitment Involvement in the project Resourcefulness Competence – knowledge / experience Initiative Intelligence Drive and Energy Self Confidence Transparency / frankness Patience Management set up SME Development Centre 137 Technical Appraisal pp • • • • • • • Location / Site Technology / technical arrangement Availability of Raw Material / Utility Selection of plant and machinery Implementation schedule Environment Statutory Clearances SME Development Centre 138 Financial Appraisal pp • • • • Analysis of past working results in case of existing concerns Cost of the project Means of financing Financial projections SME Development Centre 139 Market Appraisal pp • • • Industry Outlook Competitive Analysis Selling Arrangements / Tie Up etc SME Development Centre 140 Typical yp components p of Project j Cost 1 Land and Site Development 2 Building and Civil Work 3 Plant and Machinery 4 Misc Fixed Assets 5 Preliminary and Preoperative expenses 6 Contingencies 7 Margin Money for Working Capital Total SME Development Centre 141 Typical yp components p of Means of Finance 1 Promoters capital p 2 Unsecured Loan 3 Internal accruals 4 Capital Subsidy, if any 5 Term Loan Total SME Development Centre 142 Important ratios – term lenders perspective • Promoter s contribution ( % ) Promoter’s - Promoter’s capital/ Total Project Cost • Debt Equity q y Ratio ( DER ) - Total Long Term debt / Total equity • Debt Service Coverage Ratio ( DSCR) -PAT+ depreciation and w/o +intt on term loan installment of term loans + intt on term loan • Project Asset Coverage ratio - Total Fixed Asset / Total Secured debt SME Development Centre 143 Documents to be generally submitted with application • • • • • • • Copies of MoA/ AoA/ Partnership Deed Audited financial results for last 3 years for unit and associate concerns I Income Tax T / sales l tax t returns t for f the th pastt 3 years for f the th firm/ fi / company and the promoters Net worth statement of promoters / guarantors Details of Existing Credit facilities / Copy of sanction letter from other bank/ FIs Copies p of lease deed/ sale deed of unit land Copy of title deed of collateral security and valuation report SME Development Centre 144 Documents to be submitted (contd.) • • • • • NoC from PCB/ consent letter List of existing machines/ Competitive quotations for machines/ MFA C i off agreements Copies t with ith Architect A hit t / technical t h i l consultants lt t etc t Project Report Market Survey report SME Development Centre 145 SIDBI - Background • Established in 1990 under an Act of Indian Parliament. • Objective: Promotion, Financing & Development of SMEs and coordinating Functions of institutions engaged in similar activities. activities • • Ownership : Public sector banks/FIs/Insurance Cos owned or controlled by the Government of India India. • Structural Linkage: With Ministry of Finance and Ministry of SSI. • Nodal Agency : For SME Schemes of GoI. SME Development Centre 146 SIDBI : Sphere of activities • Direct Finance Operations : SMEs, Service sector, Infrastructure, etc. • IIndirect di Fi Finance : Resource R support to Banks, B k NBFCs, NBFC SFCs, SFC other h State & central financing/ development agencies. • Micro Credit operations : Pioneers in micro credit movement in the country. t Developed D l d severall leading l di MFIs. MFI • Associate Institutions : SIDBI Venture Capital Ltd, SME Rating Agency, TBSE & Credit Guarantee Fund. • Nodal Agency : For several GoI schemes like TUFS, NEF, CLCSS etc SME Development Centre 147 SIDBI : Scope of financing • Small : Investment in Plant & Machinery upto Rs 1 crore (Rs 5 crore in select sectors). • Medium : Investment in Plant & Machinery upto Rs 10 crore. crore • Service sector : All services activities viz Healthcare, Hospitality, project j costs leisure,, entertainment,, IT/IT enabled businesses,, etc. with p upto Rs 250 crore. • Infrastructure sector : infrastructure etc. infrastructure, etc Power, Roads, Ports, Telecom, SME SME Development Centre 148 SIDBI : Direct Scheme for SME segment • Eligible entities: i) SME Manufacturing units, ii) Service sector entities e e.g. g hospitality & tourism tourism, hospitals/nursing homes, logistic support services, IT & BPO, etc. • Eligible projects : New projects, modernisation, upgradation, di diversification, ifi ti expansion i off wellll run units, it etc. t • Assistance : Term loan not less than Rs.50 lakh for new project and Rs.25 lakh for existing units. 8.5 5 - 12.5% 12 5% based on credit rating rating. • Interest : Between 8 • Security : charge on assets/ personal guarantee/ collateral/ escrow (TRA)/ corporate guarantee/ pledge of shares/ etc • Repayment : Min. 6 months to max. 8-10 years (incl. morat. of upto 18 months.) th ) SME Development Centre 149 SIDBI- Norms for financing • • • • Prom. Contr. – min .33% for new projects and 25% for existing DER – Not exceeding 2:1 DSCR – Minimum 1.5 :1 Asset Converge : 1.4 - New , 1.3 - Existing SME Development Centre 150 Credit Guarantee Scheme– Main Features • • • • • Facilitates a availment ailment of credit b by SSI/Tin SSI/Tiny units nits / SSSBEs and units nits engaged in IT based activities from formal banking channel. Lender should extend credit without any collateral / third party guarantee Maximum loan guaranteed by CGTSI is Rs.25 lakh per SSI/Tiny unit for both fund based and non fund-based facilities. Guarantee cover upto 75% of loan amount, i.e. Rs.18.75 lakh per borrower. Swift and simple settlement process. SME Development Centre 151 Credit Guarantee - Eligible Loans / Fee • • • • • • • Both Term Loan and Working Capital (both fund based and non-fund based) can be covered Working Capital can also be covered at the time of renewal Existing units can be covered for additional loan loan, without extending earlier collaterals. One time Guarantee fee of 1.5% of the credit facility sanctioned Annual Service fee of 0.75% of credit facility guaranteed The guarantee cover shall run through the tenure of the term credit / composite credit Where working capital alone is financed – 5 years; to be renewed thereafter. SME Development Centre 152 SME Rating Agency • • • • • • India’s first dedicated rating agency for SME segment. Joint initiative of SIDBI, Dun & Bradstreet and CIBIL along with leading PSU, Private and foreign Banks. Launched on the 5th September 2005 by the Hon. Finance Minister, Shri P Chid b Chidambaram. To provide ratings that are : – Comprehensive – Transparent T t and d – Reliable. Would help SMEs in getting credit from banking sector on favourable terms. Would also help them in trade and commerce, both domestic and international. SME Development Centre 153 Benefits of Rating g to SMEs •can simplify lending norms •collateral requirements q may y be relaxed Simplified Norms Perception •Information asymmetry problems reduced •Greater willingness by banks and financial institutions to l d tto b lend better tt credit dit profile fil SME borrowers Fund Access Speed Credit terms •Quicker approval •Faster disbursements •Interest rates linked to rating of SME •Higher rated customers can access funds at lower rates. •Lower transaction costs SME Development Centre 154 Financing SMEs June 24, 2006 Presentation to TiE SME sector is vital to the economy 95% of all industrial units 40% of industrial output SME Sector in India accounts for 45% of industrial employment 35 % of exports Prime driver of new employment Source: SIDBI Report FY 2001. Data pertains to SSI & SSE units within SME Customer Survey & Insight Characteristic of SMEs Fragmented market Scarcity of risk capital (equity and debt) Few incentives for foreign equity funding Limited abilities for economies of scale and scope Prevailing policy initiatives focus largely on SSI’s* Poor entrepreneurial attitude *SSI – Small Scale Industries Customer Survey & Insight Challenges to Banks in SME financing Evaluation of credit risk Cost to acquire q and serve Other challenges Lack of transparent credit information, access to credit history Limited sectoral data Low capitalisation and collateral- high impairment propensity High cost of acquisition of new client High cost of credit processing, services & delivery coverage Poor legal framework for collateral enforcement No secondary market for SME loans No clear exit route for private equity Policy Environment Survival of the most competitive Policy y/p protection – too little too late Just do it framework Markets remain the best regulatory mechanism Financing options for SME SME Lifecycle Duration of fi financing i required Suitable type Creation Long Seed capital / Subsidy Start up Upto U t breakeven Growth Sustainable growth Maturity Long Long Mid Term Short term Short term VC / Angel investor / Subsidy/ Tax incentive Suitable Channel Promoters VC / Promoters VC / Angel investor / Subsidy/ Tax incentive/ VC/ Angel Investor / Promoters Loan/ Debt/ IPO VC / Bank / Promoters Bank Finance / Debt/ IPO Public Debt/ Capital Market VC / Bank / Debt markets Capital Market/ Debt markets Debt financing Type Agency Products Startup/Seed C it l Capital SIDBI, public schemes Equity / Capital subsidy schemes Long term SFCs /FIs /investment bankers Project P j t loan l DPG Term loan for capex Commercial Banks/NBFCs Cash Credit/ODs Pre-shipment finance Post-shipment finance Bill Discounting Short term Banking Products Corporate Financial Services Deposits Advances Roaming Current A Account t Term Loans Fixed Deposits Working capital Finance Export po t finance a ce Trade Services Export / Import bill collections Insurance CMS Retail Loans Inward/Outward remittances Export LC advising/confirmation Credit cards Salary y Accounts Collections Payments y Credit Assessment framework of Bank Project / Company feasibility •Technical, Economic •Managerial , Financial •Commercial , Regulatory Debt profile v/s cash flows •Cash flow projections •Debt servicing capacity •Escrow / cash flow f trapping Credit Assessment framework of banks Market linkages •Linkages to supply chain •Credit proxy of buyer •Supply chain history Promoter Resourcefulness •Competency •Capacity •Character •Collateral Best Practices • Ensure your own professionalism & transparency • K Know what h t your b bankers k llook k for f • Demand transparency & fairness from bankers Professionalism & transparency • Keep a detailed presentation on your business • M i t i complete Maintain l t accounting ti books b k • Follow transparent accounting practices • Keep your banker informed – always, orders, ops Know what bankers look for • Transparency p y in Balance Sheet / P & L Account • Proper valuation of stocks – disclosure of quality • Proper disclosure on book debts (provisioning) • Disclosure of contingent liabilities • Adequate Current Asset ratio (1 (1.10 10 – 1.33) 1 33) • Maintain healthy turnover in account (no diversion) • Maintain consistency in growth, growth profitability, profitability net worth & assets Do Not • Window-dress Wi d d accounts t • Divert short term funds for long term uses • Do not use CC for non business purposes • Maximise cash transactions • Draw bills on fictitious firms Demand fairness from banks • Demand that bank charges are clearly specified • Demand fair valuation & speed from credit officers • Balance need for collateral with adequate funding • Ensure banks understand your business – Linkages Li k – Cash flows – Industry – Transaction history • Negotiate on strengths Typical documents banks want • Profile of the company • Promoter profile • Annual Reports (past 2 years) • CMA – Financial Projections for next 2 years • Promoter networth profile p • List of major suppliers / customers • Collateral details • Industry data • Balance sheet details / schedules etc Typical ratios banks look at • EBIDTA / Sales – Gross Profitability • PAT/Sales – Net Profitability • Net Cash Accruals – Cash Flows • PBDIT/INTT – Interest Coverage • DSCR – Debt Service Coverage g Ratio • Total Debt/NCA – Debt to Cash Accruals multiple • Current Ratio – Current Asset / Current Liabilities • TOL/ATNW – Total Liabilities / Adjusted Networth • Debt/Equity – Debt to Equity Ratio Do Not • Ask A k ffor ffrequentt overdrawals/permit d l / it irregularity i l it • Withhold information from banker • Fail to comply with terms of sanction • Fail to update your banker with industry information New products for SMEs Securitisation of credit card receivables Book debt financing Supply chain financing Collateral backed loans Unsecured small value loans Forex Derivatives THANK YOU ! Deloitte Dr. Anand Patkar Sasha M h h Mahesh Vipul SIDBI ICICI Bank Please fill & submit your feedback forms to get the presentations!