Financing New Businesses by Mike Brooks
A young business will tend to encounter funding problems at
certain key stages of its growth. The following offers a guide
to raising enough finance to get through these make-or-break
situations intact.
There are two myths that all start-up entrepreneurs believe
in implicitly without a moment’s hesitation. The first
is that no one should be allowed to repress the natural exuberance
of a nascent businessman with his petulant misgivings about
the need to find enough finance for what’s clearly the
best idea since the Internet – or at least paper clips.
The other is that, even if the miserable money men are right,
the world is full of far-sighted investors who are simply
bursting to thrust their money at the best business idea.
The seriously fortunate starter-up of a business never understands
that both beliefs are completely unjustified. Such a person
may glide effortlessly from having the idea to overseeing
a billion-dollar business without ever facing a shortage of
money. But the rest will one day find out that what their
mothers told them is true: life isn’t fair.
The typical small business that wants to get bigger will
suffer financial crises at regular intervals – possibly
from the time it first changes from an idea into a physical
reality. As with many business issues, an understanding of
what might happen and what solutions are available may help
to control the pain.
Right at the beginning, working capital is the bit of the
business plan that no one wants to know about apart from the
accountants. The common misconception here is that the creditors
will automatically finance stock and debtors from the outset.
Some potential suppliers will even encourage this false belief
to gain your business but then quickly restrict credit once
the first orders have been taken and the deliveries start.
The real problem here is knowing the safety margin required.
Few entrepreneurs want to delay getting the business up and
running while this is being determined. The best way to handle
the situation is to win the support of your bank from the
beginning. But let’s be honest: bankers are not risk
takers, despite what they say. They want all sorts of personal
guarantees and other collateral before they will lend you
a penny. But it is vitally important to get the bank on-side
before you really need it, even if this means paying commitment
fees for an overdraft you don’t yet need. If you go
back to the bank under pressure, it will charge you more –
if it will help you at all.
Banks usually like doing business in formats they already
know, so talk to them about trade financing and leasing before
you request a corporate overdraft. Once they have done some
traditional transactions with a growing business, they will
be happier to move into what are, for them, murkier waters.
There are no universal norms for a business’ working
capital requirements. What is required depends on the length
of its typical transaction cycle. This could be months or
even years in manufacturing, or as short as a day in retailing.
There are even some business models that can produce a negative
working capital requirement. If your business is one of the
few that fall into this category, ensure that all those in
the transaction chain understand this from the outset –
some of them may think they do not have to pay you until they
get paid.
A new business often encounters funding problems when it
makes its first big investment. For some companies, taking
on their first employees represents a major change of scale.
For others, this will be represented by the purchase of new
machinery or a relocation to bigger premises. The basic principle
here is to ensure that the timescale of the financing and
the grace period for repayment of the principal and interest
matches reasonably closely the timing of the cash flows resulting
from owning the asset. If your new employee will generate
cash revenues only a few months after joining, then short-term
finance such as an overdraft is all that is needed. If the
investment will take any longer to generate the cash to service
its financing, a corresponding delay should be built into
the terms of the financing.
Everyone who has worked in this area has horrendous stories
to tell of how this aspect can be mishandled. Since short-term
finance is easiest to obtain (and delaying paying trade creditors
beyond the agreed credit terms is the quickest – and
the riskiest – option of all) it is often the first
to be tried. This can lead to repeated and increasingly frantic
refinancing at rapidly escalating cost, entailing higher interest
charges and arrangement fees.
Even for a business that has moved successfully from the
garage to the small rented unit and then to a bigger factory
and the first major capital investment, a time will come when
an order-of-magnitude change is needed. This could reflect
the intrinsic needs of the business – it may have reached
a stage where the alternative to serious growth is a stately,
but inevitable, decline. Or it could reflect the requirements
of the owners – they may be ready to cash in some of
their investment or they may hanker after the kudos that comes
from running a larger business.
Whatever the reasons, the move to the next stage will be
a shock for all involved. Whether this expansion is funded
by further debt or, as is more likely, an equity injection,
their world will suddenly be populated by financial advisers,
lawyers and new shareholders. It is vital that the organisation
acquires suitable financial advisers at this stage. Such professionals
should be experienced in handling the size of transaction
contemplated. You would not get the investment banks to do
a five million dollar deal, even if you could afford them.
It will most certainly be essential to prepare a fully worked
out business plan, possibly to a level of detail not previously
required. As well as the “base case plan”, you
will need to write other versions to show the resilience of
the business to adverse factors such as higher costs than
expected, slower sales growth and reasonably foreseeable business
shocks. Such shocks might include restrictions in the availability
of raw materials or the sudden loss of a major customer. Potential
investors will not be fobbed off easily with bland reassurances
here. Many of them will have already invested in businesses
where the unthinkable happened.
In all but the smallest equity and loan financings, it will
be necessary for the business to prepare an information memorandum
(IM). If this contains commercially sensitive information,
it is best practice to arrange for the recipient to sign a
confidentiality agreement before seeing the document. Copies
of the IM should be numbered and a record of who has received
a copy should be kept. Where possible, recipients who decide
not to proceed should be asked to return the IM and any other
restricted data they may have been given.
After the initial distribution of the IM, the management
team should expect to spend a lot of time making presentations
to potential investors and their advisers. Those involved
will need to delegate much of their routine work to other
colleagues, and it may be beneficial to recruit interim managers
to provide cover. This stage will require both patience and
resilience. There will be numerous disappointments and delays,
yet each presentation must look and sound as fresh as the
first. This is easier to achieve if there is a realistic understanding
from the start of how long it will all take. Experienced financial
advisers know this, but their warnings often go unheeded –
a classic case of a client’s unwillingness to hear the
very advice that they have hired the adviser to give.
At the end of this process, the business will have acquired
the new financing it needs and a new group of stakeholders.
As the sun rises over the skyline of the financial district
and the lawyers pop the champagne, the wise but exhausted
Finance Director will quietly wonder whether this the end
of the beginning or the beginning of the middle – or
something else. Only time will tell.
Mike Brooks is a freelance business writer and consultant. This article is contributed by CIMA, The Chartered Institute of Management Accountant.