The lack of standardisations in the presentation of early-stage investment deals increases the risks for investors. The information offered—and at what points—varies from deal to deal and from network to network. This often means that information vital to an investment decision may be buried on slide fifty-seven of a deck or perhaps not disclosed at all. So, when it comes to early-stage investing, the devil really is in the detail. And if you are not working with an experienced and regulated network you need to make extra effort with due diligence to ensure you do not get burned.
This problem is exactly the reason Envestors was founded. When CEO, Oliver Woolley, got started in angel investing, he did not ask all the right questions and learned a few very hard lessons as a result. ‘One of my earliest investments was into a trivia app. What I failed to uncover in my due diligence process was the ownership of the Intellectual Property (IP). It turned out that the CEO, not the business, owned the company’s IP and so when it fell on hard times, the CEO walked away—with my money—and started a new very similar trivia app business. To add fuel to the fire, I later learned the EIS paperwork had not been properly submitted and I wasn’t even able to get the tax relief.’ After picking himself up and dusting himself off, Oliver set out to help others avoid the same mistake.
All of Envestors’ companies go through the same readiness process. Not only does this alert the entrepreneur to any potential investor red flags prior to going to market, but it helps them to ensure their deal and all the associated documentation are presented in a clear and accessible way. In turn, investors get standardised information supplemented with due diligence flags that indicate areas for further exploration as part of any investment decision. This process, of course, does not take away risk, but it goes a very long way towards minimising it.
While Envestors has a proven process, we recognise that many of the deals on the market have not gone through such a thorough process, leaving investors at risk. And so, we have put together our top tips on due diligence, so investors know what questions to ask.
1. Intellectual Property (IP) Ownership
The question of ownership is a vital one. Assume nothing. Start by checking what IP there is and who owns it. It should be the business, not a director, and definitely not a third-party.
Sometimes, founders, let us suppose innocently, put IP in the name of directors and not the business. This is bad news for investors. If this is the case, do not be shy to point out the issue and ask the director if they are willing to change this. It does not need to be a deal breaker when it is an innocent mistake. But if they are not willing to do this, think very, very carefully about handing over your money.
Another detail to explore is ownership structures where you are dealing with group companies. What looks like a solid opportunity quickly unravels when you learn that the company offering you equity for your hard-earned cash does not own the IP. Sometimes it is a topco (which you are not investing into), sometimes it is another company all together.
2. Who is working for the business?
There are a few things to look at here. Some investors raise an eyebrow when they learn that a family member is working for the business. There could be a good reason for this, but sometimes there just is not. Make sure all directors have the right skill set for their role and that their salary is in line with market norms for the sector and business stage. And if you find a case where there is a really good reason to have a husband and wife founding team, make sure there is a chair or independent non-exec on board to act as arbitrator should issues ever arise.
Next you want to check that the founders actually work for the business. This involves ensuring there are solid contracts of employment for key personnel with sufficient non-compete and good/bad leaver clauses. This minor detail is an important one as you want to ensure a co-founder does not slink away and re-emerge as the founder of a very similar business.
If that all looks good, make sure that no director has any conflict of interest with any supplier or customer. You want to ensure they do not also own a company which happens to be a vendor to the business.
3. Disputes & lawsuits
The last thing you want is to get blindsided by a dispute with a vendor, employee, customer or, more frighteningly, HMRC that means the company runs out of cash. So, you need to ask about open disputes. Check there are no significant outstanding invoices or purchase disputes that might put the cash flow situation at risk.
4. Cash flow
Few relish the idea of investing into a business that needs a cash injection to sustain itself as opposed to driving growth. But many companies fundraise for this reason and so make sure you really understand the motivation behind the raise. Scrutinise the balance sheet and ensure there will be enough cash in the bank to keep going – before the investment comes in and after.
A central part of this process involves giving yourself confidence in their accounting by making sure they have a qualified accountant. Sure, we can all work a spreadsheet, but it does not mean we should.
5. The fine print
Fundraising in the UK involves many complicated processes – from applying to the Seed/Enterprise Investment Scheme (S/EIS) to preparing the investment agreement. While there are tools on the market to help with things like legals and EIS application, be wary of inexperienced founders who have done a DIY job and not worked with a professional. You want to ensure that the company has dotted all the i’s and crossed all the t’s before you commit.
6. Getting a return
The last point is about actually making a return. Sometimes a business is so exciting that you can talk yourself into what you know in your heart is an inflated valuation.
Make sure the pre-money valuation reflects a realistic assessment of the risk of the company not meeting its forecasts. If you think it is too high, ask the company to justify it. Most won’t change their valuation once set, so if you are not convinced of the value, be prepared to walk away.
You also want to ensure that the business will exit. Make sure there is a long-term plan for exit and that the founders have the appetite and determination to get you a return. You do not want a no-longer-ambitious CEO who is a little too fond of flying first class to meetings and conferences and shows no sign of driving for exit and return.
Most start-ups, while full of passion and vigour, are not experts in fundraising. When they do not include an important detail in their fundraising pack, it is usually out of naivety: they don’t know what they don’t know. Remember, the onus is on the investor to know what to ask. www.envestors.co.uk