There is always funding available for a business which has
a good team and a sound plan."
(Not a profound statement, but a true one!)
Often, one hears of entrepreneurs whose businesses have
failed because of a lack of funding. This, at best, is an excuse for not
having a good management team in place or for not having a solid
business plan in place. The fact is that there is ample funding from
numerous sources available to any meritous project.
Over the past 10 years, there have been two very positive
developments in favor of the high tech entrepreneur. These are:
-
Significant increase in capital available to companies
-
Trend towards investing at early stages of company development
Also, a positive investment climate fostered by low
interest rates and low inflation, booming stock markets and a widespread
infatuation with entrepreneurship and new venture creation, are making
it easier for companies to raise money to fuel their growth.
So, what are some of the sources of funding available?
Let's look at the alternatives by considering funding sources for
on-going, existing companies and also by exploring funding sources for
new businesses or new projects within existing businesses. These sources
are really quite different, especially with respect to the risk factors
inherent in each. For new ventures in particular, the potential sources
will indeed range from so-called "angels" to "devils". (This article
will be somewhat focused on those angels and devils living on earth
mainly in Western Canada.)
The Color of Money
Money comes in three basic colors: Green, Red and Yellow.
Green money comes from patient, equity-oriented investors including both
private, institutional and even public investors. It is green because it
allows companies to grow and prosper without being impeded by repayment
obligations. Red money comes from debt-oriented lenders. This includes
banks, factoring houses, and loan-sharks of various forms. It is red
because this is the color which the lenders see when the debt is not
serviced and because you should see this as a red warning light! Yellow
money is as good as gold. It comes from government and quasi-government
organizations which are part of the infra-structure support system paid
for by our tax dollars. Usually this money comes in the form of grants,
interest-free loans, and other forms of assistance. It is a golden
opportunity. In this article, we'll explore these three categories of
funding: equity, debt, and government.
What do I give up and What's the Cost?
You never give up anything. What you have to do is to sell
your company (i.e. a piece of it) to the financier in such a way that
the financier's criteria are aligned with your needs and aspirations.
Make sure you understand what people are looking for. The costs
associated with financing your business may be very onerous (some
entrepreneurs have lost their businesses in the process) as in the case
of equity financing (i.e. selling shares) or quite minimal as in the
case of getting a Revenue Canada SR and ED cash refund. The key to
successful fund-raising for your venture will depend on how well you tap
into several sources of capital. No one source can satisfy your
requirements. Don't leave any stones unturned (your competitor's likely
haven't).
Where to Start?
You must know how much capital you require (this is an
on-going process, intimately tied to your business plan), when you need
it, and for what you need the funds. Knowing the purposes allows you to
better define a financial plan. For example, if funds were needed for
research and development, you would most certainly investigate various
government programs and incentives whereas if funds are needed to build
inventory for sales, banks and suppliers may be your providers.
So, a good place to begin is by really knowing your
business and its needs in the context of the industry you are operating
in, i.e. the market opportunities and threats, e.g.. competitors. You
must also be aware of where you are positioned in the growth/share
matrix. For example, are you in a high or low growth market. Is your
relative market share strong or weak? If you are in a high growth, or
emerging market, and if you have a strong market position by virtue of
your better mousetrap or intellectual property, then you have the
potential of being a shooting star. Yes, risky - but also potentially
very rewarding. On the other hand, if you are in a stagnant, low-growth
market and you have minimal market share (i.e. you are a new entrant in
a well-defined market), get yourself a government job and don't be
unusually cruel to yourself.
Sources for Established Businesses
Established businesses have a few very important "assets".
These are: a)track record of management and b)financial statements for
historical performance. Existing companies may require additional
funding to finance special orders - especially larger orders, or to
embark on new projects. Based on their performance and their financial
stability, existing companies can attract outside capital from
traditional lenders, such as banks, in the form of loans against assets
(typically Accounts Receivable) or from investors in the form of new
equity. Most often, new capital is required when companies wish to
expand rapidly and, for technology ventures, one of the most common
forms of obtaining such financing is the IPO (or Initial Public
Offering) route. In these cases, companies have some established track
record and, depending on their future prospects, are in a good position
to attract investment capital from the public equity markets by "going
public". An alternative to such financing might be through a strategic
alliance or partnership with a supplier or competitor. Established,
growing companies, are often candidates for acquisition by other firms.
The important point to note here is that if a company is up
and running and has some positive history such as good products and
customers and some sales history, even if not super-profitable,
financing should be fairly straightforward. Your main work is that of
preparing an updated business plan and making the rounds with it. This
is where some external advisors, like well-connected board members, can
be most helpful.
Private Equity Financing
Funding for start-ups is where the funding process is the
most challenging. The founders of the company often provide the initial
funding. Often this funding is an in-kind type of funding whereby the
founders will work for little pay, essentially contributing
"sweat-equity" to their venture. An obvious additional source of capital
at the early stages is that of friends' and relatives' money. In fact,
securities regulators, like the B.C. Securities Commission, even have
certain "exemptions" in their respective Securities Acts which allow
companies to sell shares to close friends and relatives without going
through the same degree of red tape as what is required to sell treasury
shares to the public (strangers as well as acquaintances).
Investment in young, early-stage firms is often referred to
as seed capital. In the past, this was the toughest type of funding to
obtain because of the perceived risks and time to fruition. The good
news is that, and this fact is borne out by various studies, early stage
investments have produced some exceptional returns to their investors.
Hence, we are seeing the formation of more and more seed capital funds.
Even Banks and dyed-in-the-wool Venture Capitalists are getting into the
act!
An ideal source of early stage funding comes from Angels.
Angels are typically private individuals who are well heeled financially
and who are prepared to take a leap of faith by investing in a business
deal by contributing not just their money but also their expertise.
Angels often become mentors to the founder-entrepreneurs. Angels may be
hi-tech entrepreneurs themselves who have cashed in on their own
ventures and who now wish to re-live their successes vicariously. These
are perfect partners! The trick is in identifying them and in attracting
their interest.
The average investment made by angels in Canada is just
over $100,000 according to a University of Ottawa study by Allan Riding.
These angels have a net worth averaging $1-million and have an annual
average income of $100,000. They want to make a healthy multiple in the
five to 10-fold range on their investments.
Who are these Angels? How do you make contact with them?
Often, regional organisations, such as the Ottawa-Carleton Economic
Development Corp, or Universities provide matchmaking services to link
Angels with entrepreneurs. For the time being, you'll have to rely on
networking - Vancouver Enterprise Forum style. A good starting point is
to make connections through University Technology Transfer offices
(check the Sponsors list).
Somewhat akin to angels, are more structured approaches to
providing relatively small amounts of capital to young companies. Among
these is the Canada Community Investment Plan under which the federal
government (Industry Canada) will spend $12 million to assist
communities in acting as angels. Communities contribute one-third and
the government contributes two-thirds towards small capital pools to
fund new ventures. The communities also provide some of the much-needed
mentoring and angel matchmaking. Approximately one dozen such programs
exist (as of Apr'97) in places such as Halifax, Kitchener-Waterloo, and
Canmore (unfortunately, none in B.C.-yet!)
Next to Angels, there are the more traditional sources of
venture capital. Venture Capitalists (VCs) are individuals or companies
whose business is that of investing in companies by providing
substantial capital (usually $500K and up) and taking substantial equity
positions (usually more than 20%, but rarely more than 50%). Venture
capitalists are often affectionately referred to as vulture capitalists.
They are often seen as striking very tough bargains insofar as they
require a say in running the company through board seats, for example,
and they like sizeable equity positions by contributing the required
capital. Venture capitalists often fit a well-defined mold. In that
respect, they are very predictable. On average (and there are few
exceptions), they look for companies with potential sales of $100
million, proprietary technology, seasoned management team, and a
well-defined market. Of course, these criteria preclude many companies
from getting the attention of these traditional venture capitalists.
On the positive side, a well-chosen VC will work with a
company through subsequent growth stages and will act as a banker to the
company with a view to cashing in eventually through a successful public
offering or sale to other parties.
Angels and VCs are the most likely sources of risk capital.
In addition to these sources of equity financing, companies should also
seek debt financing from banks and other lenders. Often, banks will lend
money to start-ups if they are properly capitalized (e.g. by Angels or
VCs) and if they have a good business plan.
Going Public: The IPO
Going public, at least for technology firms, used to mean
"cashing in", i.e. selling stock to the public on a major exchange, such
as the Toronto Stock Exchange (TSE) or the NASDAQ (National Association
of Securities Dealers Automated Quotation System) in the U.S. market.
This would occur when a company has proved products and customers and
needs significant capital for growth. It gives early investors (angels
and VCs) and sometimes the founders a chance to put some real cash in
their jeans. However, early stage companies can also go public on a
"junior" stock exchange. This is really VC financing involving a large
number of, typically smaller, investors. The difference between listing
on various stock exchanges lies within the exchanges' listing
requirements. The TSE will only allow proven firms with track records
and/or healthy balance sheets to list. Junior Exchanges will allow
"concept" companies to list with weaker balance sheets, although they
typically do require that some prior seed investment before granting a
listing.
So how does this form of VC financing work? This type of VC
financing is accomplished through an IPO (Initial Public Offering) or
financing on a junior stock exchange like the Alberta (ASE) or Vancouver
Stock Exchange (VSE). Companies who seek to raise modest sums, even
below $1 million, can entertain such public offerings. These are an
alternative to a private VC-style financing. The main difference is that
an underwriter (or sometimes a promoter or deal-maker) takes the place
of the VC and effectively sells stock to a large number of subscribers.
Companies sometimes prefer this approach because they may obtain a
better valuation on their business or because it is an "easier" sell.
So, if you like the idea of minimal equity dilution, future liquidity,
follow-on financing, incentive stock options, publicity, maintaining
control, etc., the VSE may be for you!
It is this writer's opinion (and now for some podium
posturing) that the VSE could do for the technology industry what it has
done for the resource sector. Instead of financing the mining of mines,
the VSE could finance the mining of minds. There's little difference
actually - except that VSE players are very impatient and they like to
see daily news releases on drill results and assays. So, a bit of work
needs to be done to change the mind-sets of public investors. On the
other hand, what better way than this is there to allow the general
public to invest in our exciting new knowledge based economy (Nuala
Beck, step up to the plate.)
VSE financing can be a good deal for the company if it is
in a "hot" market with a "hot" product (like Internet products last
year). This means that the company can enjoy a high valuation and
founders will experience minimal dilution. In cases where the company
has yet to start generating sales, i.e. when it is still a concept,
valuations are the most distorted - in favor of the firm. There is a
well-known joke about this: "the worst thing that can happen to you is
that you achieve your business plan." Why? Because this is when reality
sets in and investors realize that you are really building a business
and not running a lottery.
A larger IPO financing such as those we see on the Toronto
Stock Exchange or on NASDAQ (US) takes place at later stages of growth
when companies with a track record require substantial funding for
growth - often beyond what VC's can supply (generally $10 million plus).
In the business press, this is really what is meant by "going public".
Those words are also a euphemism for "cashing in" by the earlier stage
financiers and the founders of the company. On the VSE, for example, an
IPO is not intended as a cashing-in exercise and VSE policies attempt to
prevent this. Unfortunately, unscrupulous promoters (i.e. the devils
alluded to earlier) who are neither Directors nor Officers of the
company, often use this as an opportunity to cash in and it is this type
of activity which has tarnished the VSE's reputation.
Unfortunately, because of the VSE's "reputation", both the
VSE and the B.C. Securities Commission, have tightened their policies
and increased surveillance. Why is this unfortunate? It is because it
makes the going-public process more cumbersome and expensive for the
legitimate ventures and it does virtually nothing to curtail the
activities of manipulative promoters who are often neither Directors nor
Officers, thereby escaping scrutiny. The VSE is even going so far as to
conduct due diligence for the public investor by insisting on
feasilibity or technical reports These are a tad silly because the
companies themselves ultimately pay to have these reports prepared (who
would pay for a negative report?). Rather than attempt to vet a deal,
why not follow the American model which simply insists on fair, plain,
and true disclosure. Then let the investors decide on their own. After
all, not every drill hole will pay off!
An IPO, although it means Initial Public Offering, is not
the only way for a company to become public, i.e. have its shares traded
by the public. A very popular mechanism by which a company can obtain
this status is by transacting an RTO.
So What is an RTO?
No, RTO does not mean Really Troublesome Opportunity. It
means Reverse Take-Over. RTOs are popular for the wrong reason. In
principle, RTOs are really dumb and should be abolished. Yet, until our
securities regulations improve, RTOs can work. This is mainly because
RTOs have been, because of securities regulations, somewhat faster and
perhaps marginally less costly than IPOs. This advantage appears to be
diminishing - not because sage regulators are providing better service
on IPOs, but because the negative publicity-battered VSE (the "Venture
Capital market of the world") has become less venture-some.
An RTO (Reverse Take-Over) allows you to take a short-cut
in going public. All you need to do is to find an already public company
which has fallen on hard times such as a mining company which is
inactive with virtually no assets or liabilities. Its real asset is its
listing status. Let's say that MP Resoures Inc., an inactive mining
"shell", has 1 million shares issued. It can be "taken over" by your
Company, Supertech Inc., (fictional names) by issuing, for example, 9
million new treasury shares. The shareholders of Supertech will then
effectively own 90% of MP Resources and hence now control MP. The
acquisition of Supertech by MP is also referred to as a "vend-in",
meaning that Supertech was sold to MP for a certain value (usually
determined by an independent, arms-length business valuator), that value
being realized by the issuance of shares. This is where things get
interesting: what value is put on the MP shares? Well, usually it is the
current (or recent) trading price (which may be discounted by up to 20%)
of MP, which is subject to manipulation (by promoters - not insiders)
buying and selling.
The RTO is often referred to as a "back-door" listing
because you can escape some of the red tape associated with an IPO. The
VSE (which is self-regulated) and not the Commission (which is a
government body) typically calls the shots with RTOs. Some well-known
companies first went public this way: Magna Automotive (TSE),
International Semitech (TSE), and MotionWorks (VSE). This will get you a
listing, but it will not necessarily get you any capital. However, once
your stock is trading, you can attract new investors more easily by
offering them liquidity and you can sell new shares through private
placements or exchange offerings, e.g. via an "Exchange Offering
Prospectus" (i.e. EOP - you may as well learn all the buzz-words) which
is not quite as rigorous as an IPO style Prospectus. Typically, it is
easy to attract private placement investors before the completion of the
vend-in on the expectation that they will enjoy both liquidity (ability
to sell their investment) and short-term (a.k.a flipping) capital
appreciation.
Some companies, such as Magna International, initially went
public only because they had a broad shareholder base (mostly employees)
and founder Frank Stronach wanted to have a market for his stockholders
(who were also employees). He just needed a public vehicle and needed to
do so without doing an IPO. RTO's are most attractive and can work well
if you can line up private investors first and then use the RTO to
provide them with subsequent liquidity.
Of course, once you are public - regardless of how you got
there - you can (in theory, anyway) always do subsequent financings via
private placements. Such placements constitute the vast majority of
VSE-style financings. The main challenge is to maintain an active market
for your stock. If not, the trading price will decline, making future
financings very costly in terms of dilution. And, remember - you are now
in two quite different businesses - one involved in product sales and
the other involved in stock sales.
A final word on going public - it is not for everyone.
Founders must prepare themselves for volatile variations in stock price
and the constant care and feeding of their public shareholders. You can
"waste" your whole day just pacifying disgruntled shareholders who want
to know why their stock has dropped a few cents or why they didn't
double their money last month! You will have to file regular quarterly
reports and issue frequent press releases (even if you have little
news).
Enough said. Let's suppose that you do decide to become a
publicly traded firm. How do you do it? Answer: Get a Sponsor. A sponsor
is, typically, a broker, a.k.a. investment dealer or underwriter. A
sponsor should also act as your "fiscal agent", advising you on all
financing matters pertaining to the public markets. The sponsor assumes
the role of the Venture Capitalist. The sponsor does the so-called due
diligence work on your company and manages and coordinates, along with
an army of lawyers, the going public process. While you can actually go
public without an official sponsor, forget it! If you can't get a
sponsor excited, you won't get investors excited either. The best way to
find a sponsor is to identify at least three firms, hold a few meetings,
and decide on which one can best help you meet your goals. The various
stock exchanges will give you a list of their members and help you
identify likely candidates. Also, speak to your peers - i.e. other
companies who are public.
Debt Financing
Banks play a role in venture financing. Many entrepreneurs
do not understand this role. Let's be very clear on this: Banks are risk
averse (would you want your deposits at your bank squandered?) and as
such are asset and cash flow lenders. If your cash flow can handle debt
servicing (i.e. interest payments) and if you have sufficient liquid
collateral, talk to the banks. Debt financing is the "cheapest" form of
financing you can obtain (next to government hand-outs or interest-free
loans). This is especially true with today's low interest rates. (In the
late 1970's, when I was building my computer hardware firm, I had a $1
million bank line on which interest rates rose to 22%! It nearly killed
me!). However, banks are becoming a tad more aggressive and are also
jumping on the knowledge-based business bandwagon with their own seed
funds and other programs. Get an update from your friendly banker.
Traditional bank loans have been administered in the form
of a Line of Credit, which can fluctuate depending on a company's
day-to-day cash requirements. These loans are "demand" loans, which can
be "called" at anytime by the bank (and when they are called, you will
note a tone of unfriendliness in your banker's voice at which point you
will likely feel like doing a bit of your own "calling"). But, on a
positive note, banks are becoming more innovative, especially in the way
in which they deal with knowledge-based businesses (that's what they
like to call hi-tech companies). They are considering more aggressive
ways to lend money through such instruments as convertible debentures.
How about "junk bonds" for technology companies? Don't laugh - we may be
seeing more of these (again!) in the future.
Since banks are asset lenders, one should certainly
consider "term loans" which are similar to mortgages. Term loans could
be used to acquire capital assets (equipment, property, etc). Other
financial organizations, in addition to banks, can be approached for
equipment financing (i.e. leasing companies).
Factoring is an innovative type of debt financing which
some banks as well as private firms, such as First Vancouver Factors,
are engaging in. Factoring involves a company's use of its Accounts
Receivable asset to secure immediate cash. It works like this: You sell
your products on credit to credit-worthy organizations (big business,
governments, universities) which usually take from between 30 and 60, or
even 90, days to pay you. This is very hard on a growing concern because
you are really acting as bank to your customers. Sometimes banks will
assist you with a line of credit secured by your receivables and other
assets. However, a Factoring "house" will essentially "buy" thee
receivables from you. This will cost you more than a conventional line
of credit in terms of interest charges and fees, but may provide working
capital as needed. It should also be noted that a good factoring firm
could act as your in-house credit department by helping you avoid
high-risk clients and by acting as your collections department.
Another form of debt financing takes place when suppliers
grant credit to companies. This eliminates the need for companies to
raise as much capital since their trade suppliers are, in reality,
banking them. This form of financing is often the easiest and cheapest
to obtain. Equity financing, on the other hand, is very expensive. It
may not appear that way, but remember - when you sell equity you are
selling a share of profits for life!
Government Sources
There are numerous other sources of funding available as
well. Of these, government funding cannot be overlooked. Assistance to
business is available from all levels of government for all sorts of
projects with varying criteria. This is a topic unto itself and some of
the government's web sites (such as Industry Canada's site at
www.strategis.ic.gc.ca) should be explored as well. However, the single
most important government program is that of the very attractive and
extremely easy to obtain SRED (Scientific Research and Experimental
Development) credits. Listen to this: Companies who carry on R&D (which,
let's face it - are most hi-tech firms) may receive up to a 35%
contribution from the government against such expenditures - simply for
the asking. In 1996-97, the Canadian government "spent" $1.2 billion on
more than 11,000 companies. This represents close to one-third of
Ottawa's spending on science and technology. Yes, it is true. Check it
out! This is, unquestionably the best deal going.
In B.C., there is a very positive and supportive
infrastructure comprising such organizations such as the B.C.Advanced
Systems Institute (which will invest in product development projects),
the Science Council of B.C. (which will provide marketing grants as well
as research dollars), and the National Research Council's very popular
IRAP program (for funding various types of projects). The value of the
"soft dollars" provided by these organizations should also not be
underestimated. Connections and contacts can be valuable, indeed! For
more information on these organizations and their funding programs,
check the links at the end of this chapter.
Other lucrative government programs entail government
grants such as the provincial government's VCC program and federally
sanctioned tax shelters (more on these later!). And, there are many more
- ranging from trade assistance to project financing.
General Financing Considerations
Fundraising, because it involves money, is not a simple
process. We often hear about financial scams (yes, even in Vancouver).
In B.C., the issuance of shares falls under the scrutiny of the B.C.
Securities Act. It is quite likely that many companies have sold shares
without being in strict compliance with the Law.
Accepting or taking money, especially from "strangers",
regardless of the form of financing - be it debt or equity - requires a
certain degree of formality or legal process. Obviously, anyone
providing a company with their hard-earned money will want some
assurances that their investment is protected and that the recipients
will not squander the proceeds or "cheat" the investors. Even with the
best and most honorable of intentions, it is still necessary to spell
out the details as to what conditions or privileges are associated with
the investment (e.g. is a board seat included? how and when can the
investment be repaid?). Although much of the responsibility for ensuring
due process rests on the shoulders of the parties negotiating with each
other, there is also a substantial degree of government regulation -
much of which is often overlooked by unwary entrepreneurs.
Regulatory Woes
In the papers we generally read about public companies
whose shares trade on public stock exchanges. Such companies are
regulated insofar as they fall under the jurisdiction of a provincial
(in the case of Canada) regulatory body such as the Ontario Securities
Commission or the B.C. Securities Commission. The role of these
regulators is to protect the investing public from unscrupulous
corporate practices. In so doing, companies must put up with a certain
amount of red tape. There are very well defined and very detailed and
complicated rules governing matters such as the issuance of shares, and
the raising of capital in general. Whereas these rules are supposed to
protect investors, they often make it very difficult for companies, even
the totally honest, legitimate ones, to raise capital. There is a
common, and quite prevalent misconception, that only public companies
are affected by these rules (i.e. Securities Acts). NOT SO! In fact,
most small, private companies are, or have at some point been,
non-compliant with these regulations. For example, if a total stranger
invests $15K in my private company, I may actually be in violation of
the B.C. Securities Act. If that same investor invests $25K and meets
certain financial criteria and given that I have provided him with an
Offering Memorandum in the required format, it may be perfectly OK for
my B.C. company to accept his investment. However, if an Ontario
resident wants to make the same investment in my B.C. company, I would
be non-compliant. Is this complicated? You bet! That's why we have so
many securities lawyers making big bucks at our expense! I think that I
am on safe ground when I say that most companies (i.e. their managers)
do not understand these rules. (Actually, many lawyers don't understand
them either!)
So what? Suffice it to say that when you are raising money
you MUST engage the services of a competent securities lawyer to ensure
that you are not offside with the regulations. You will find that the
rules vary from province to province. It is actually easier for a B.C.
company to raise relatively small amounts of investment capital than it
is for an Ontario company to do likewise. On the other hand, the B.C.
company may only be able to sell its shares to B.C. residents!
And then there is the matter of disclosure - what it is
that you must document and disclose to your investors. That's another
great source of legal fees! Do you need a prospectus? Or will an
Offering Memorandum do the job? Again, check with a lawyer! This subject
can be very complex and intriguing. For the time being, take comfort in
knowing that there is a lot you don't know but at least you do know that
there's a lot you don't know! (Which is better than what you knew before
reading this! Right?) Fortunately, Simon Fraser University in
cooperation with the VSE and others, regularly offers an excellent and
professionally presented 3-day course on "Going Public" held at SFU's
downtown campus.
OK, Gimme some names....
Enough talk. So, who should I call if I need funding for my
venture? Well, this depends on a)how much you need, b)where you are in
your business development (i.e. startup, early stages of revenue
generation, or growth) and c)the type of business or industry you are
in. With respect to the latter - the type of business and industry -
this discussion will be restricted to technology companies, especially
info-tech businesses. If you need a "lot of money", being defined as
more than $500K - regardless of your stage of development, you may as
well immediately approach sophisticated investors - venture capitalists,
merchant bankers, or well-heeled private investors. If you need less
than $500K, i.e. seed financing, for startup or early stages of revenue
generation, there are a few options open to you.
A new seed venture fund called "Competitors" based in
Toronto (with an office at the University of Guelph) was started in
mid-1996 to help launch companies requiring $150,000 to $200,000. This
fund expects to invest in some 15 to 20 companies before the end of
1996. According to Paul Palmer, President, this fund's main criterion is
whether the combination of the entrepreneurs' ideas and character along
with the seed funding can make them viable and generating $1m in revenue
within two to four years.
Another seed fund, the Canadian Science and Technology
Growth Fund is a national fund which was recently (1996) initiated to
invest in the commercialization of university-based research. This fund
is headed up and directed by some well-known former Canadian research
managers. This fund, by taking advantage of some provincial (Ontario)
tax credits and being RRSP-eligible, attracted many individual investors
from the general public who, collectively, invested close to $10 million
in this fund in early 1997.
Many funds like this are being formed in B.C. as well. In
fact, in March, 1997, a new $25 million Seed Fund was announced as a
result of many years of discussion and prompting by the universities'
Industry Liaison people. This fund, known as The Western Technology Seed
Investment Fund is managed by Ventures West Management Inc., the
Business Development Bank of Canada, and Cascadia Pacific Management
LLC. It will provide seed capital and management expertise to help
develop technology based opportunities created by Western Canada's
universities. For more information and links to these organizations,
check the attached notes from the Vancouver Enterprise Forum's annual
financing presentation.
Creative Financing
A form of government financing is tax motivated, i.e.
government tax credits or grants to investors of certain types of
investments. B.C.'s VCC (Venture Capital Corporation) program is an
example of this. Arms-length investors can obtain a 30% tax-free cash
grant from the B.C. government on investments made in qualifying
businesses. What a deal!
Another form of tax-motivated financing involves the
creation of Limited Partnerships through which investors are able to
write-off almost their entire investment in the current year. There are
a number of financiers who specialize in the use of such vehicles. They
are quite complex, but they do have their merits especially if
prospective investors can use the tax breaks.
Immigrant Investor and Immigrant Entrepreneur funds have
also played a role in the formation of new capital pools by selling
entry visas to wealthy foreign investors and entrepreneurs. Information
on these can be obtained by various government trade offices such as the
BC Trade and Investment Office. Talk to them.
And then there is the RRSP. Certain types of investments,
e.g. shares of publicly traded technology ventures, can be held in an
RRSP. Combine an RRSP investment with a VCC grant and a special
tax-credit deal, and investors can enjoy tremendous leverage, allowing
them to make a $1.00 investment for a dime! This is what you call
creative financing.
A Financing Strategy
Financing is an exercise in packaging, that is, putting
together a complete financial plan wherein you match your needs with
those of investors and financiers. This exercise takes time. Regardless
of the source of capital, one should expect the fundraising process to
take anywhere from a few to several months. It doesn't happen overnight.
Equity investments usually will take longer to complete than debt
financings. Banks, contrary to conventional thought, can likely respond
the fastest because their procedures are so systemized. At least, banks
will let you know quickly if you do not qualify. Investors may take many
weeks or months to decide.
Let's now take a look at an actual financing plan (see
attachment) to understand how a technology company approached its
financial requirements. This company is a young company, but one which
is beyond the start-up stage. It has modest sales ($2m/year), a growing
customer base, and a line of computer peripheral products. It is based
in Vancouver and is incorporated in British Columbia. As can be seen,
there are numerous options available to this company but its ultimate
ability to raise the required capital will depend primarily on the
tenacity and integrity of its management team.
The Last Word on Financing
Finally, suffice it to say - that if you have a good
business deal, a good financing deal is just a negotiating step away!
Remember, you should never give away any equity - it should always be
sold or earned. And, you should always get more then you need. You may
need it! Besides, even though money won't buy you happiness, it may buy
you a better brand of misery, or at least a better chance to survive if
you make a few mistakes!
For More Information and Links...
There are many great web sites on this subject - such as
those of Ventures West, the Business Development Bank, and the various
Government and quasi-government organizations (BC-ASI, Science Council,
IRAP, etc).
For a summary of funding sources, please refer to the
table,"Money Links". Here you will find money in different colors as
well as sources for additional information.
"Innovation in finance is as important as innovation in
product development".
More to come... this will be updated regularly... Feedback
will be much appreciated.
Many thanks to people such as Tracey Gibb, Jean Trask and
Daphne Gelbart for their helpful comments!
Copyright Michael C. Volker
Email:
mike@risktaker.com - Comments and suggestions will be appreciated!