3. Nuts
And
Bolts
1/20/11
30 second Balestinian English Lesson
• Too = excessive, or exceeding what’s good
• So / Very = ااا or اااا (can be good or bad)
“Our application is too good” = doesn’t make sense
“We are too happy we got investment = doesn’t make sense
“I was too late for our meeting. The mentor left the Google
hangout” = makes sense
5. Nuts
And
Bolts
1/20/11
A Note on Excel
Excel is just a big calculator with operators and functions.
It’s a basic form of coding.
Keep format clean
Some navigation shortcuts:
• Ctrl + [ (also F5 + Enter to go back)
• = starts a function
• +, -, *, /
• Alt + T+U+D and Alt + T + U + T
• Ctrl + arrows keys and Ctrl + Shift + arrow keys
• Ctrl + page up/down
6. Nuts
And
Bolts
1/20/11
“I’m too busy to do Financials!”
• It is going to be wrong
• Investors don’t believe them anyway
• I have IMPORTANT things to do
Product
Technology
Customers
Team
etc.
7. Nuts
And
Bolts
1/20/11
Here’s Why!
• Financials are the Scoreboard
• They explain your logic and plan to investors
• Understand Your Business
Assumptions
Drivers
Milestones
Exposures/Risks
Failure to plan is planning to fail
8. Nuts
And
Bolts
1/20/11
“But I don’t know the cost!”
• Ask someone who knows or make an educated
guess!
• Startup financials are all assumptions
• The points is not accuracy, but showing investors
your logic
That you have thought about all costs
That you understand how a business works
That you have researched pricing, salaries, etc.
Financial show how KEY ASSUMPTIONS fit
together to create a business that MAKES
MONEY
9. Nuts
And
Bolts
1/20/11
The Startup CEO Role
• Job #1
Maintain oxygen supply!
• You’re not an accountant but need to
understand
Selling Price
Gross margins
Cost of product development
Sales & Marketing strategy & expense
Start-up and/or Capital Expenses
10. Nuts
And
Bolts
1/20/11
Income Statement Example
For a generic technology company
Sales (Revenue) $ 50.0 100% After discounts
Cost of Goods Sold (COGS) $ 20.0 40% Direct & indirect costs but NOT development
Gross Profit (Gross Margin) $ 30.0 60% Sales minus COGS
Sales & Marketing (S&M) $ 15.0 30%
Product Development $ 5.0 10%
General & Admin (G&A) $ 2.5 5% Rent, Accounting, HR, IT
Total Expenses $ 22.5 45%
Operating Profit $ 7.5 15% Gross Profit minus Total Expenses
11. Nuts
And
Bolts
1/20/11
The Business Model
• Provides the structure for the Financial Plan
• Blueprint of how your business will MAKE MONEY
• Documented by an Income Statement
12. Nuts
And
Bolts
1/20/11
Business Models - Retail
Wal Mart Target Nordstrom
Revenue 100% 100% 100%
COGS 76% 66% 63%
Gross Margin 24% 34% 37%
R&D 0% 0% 0%
SGA 18% 23% 27%
Expenses 18% 23% 27%
Op Profit 6% 11% 10%
Annual Revenue $344B $59B $8.5B
Employees 1.9M 352k 53k
Rev per Emp per Yr $181k $167k $160k
13. Nuts
And
Bolts
1/20/11
Business Models - Restaurant
McDonalds Wendy’s Starbucks
Revenue 100% 100% 100%
COGS 68% 76% 42%
Gross Margin 32% 24% 58%
R&D 0% 0% 0%
SGA 11% 14% 42%
Expenses 11% 14% 42%
Op Profit 21% 11% 16%
Annual Revenue $21B $2.2B $9.4B
Employees 465k 46k 144k
Rev per Emp per Yr $45k $48k $65k
17. Nuts
And
Bolts
1/20/11
Building a Tech Model
• What is your product
Price that customer will pay
Cost of Goods Sold- Unit costs & mfg O/H & support
• Distribution Strategy
May impact your sales price
May impact marketing and support expenses
• Product development should end up at 10% to 20%
• General & Admin should end up at 5% to 15%
• Target an operating profit of 15% to 20%
18. Nuts
And
Bolts
1/20/11
First Major Decision:
How will you sell your product?
Direct Sales Force
Revenue $100 100%
Cost of Goods Sold $40 40%
Gross Margin $60 60%
Sales & Marketing $23 23%
R&D $12 12%
G&A $5 5%
Total Expenses $40 40%
Operating Profit $20 20%
19. Nuts
And
Bolts
1/20/11
First Major Decision:
How will you sell your product?
Direct Sales Force
Revenue $100 100%
Cost of Goods Sold $40 40%
Gross Margin $60 60%
Sales & Marketing $23 23%
R&D $12 12%
G&A $5 5%
Total Expenses $40 40%
Operating Profit $20 20%
Distributor / Publisher
$80 100%
$40 50%
$40 50%
$8 10%
$12 15%
$4 5%
$24 30%
$16 20%
Example - Distributor receives a 20% discount in return for
Sales & Marketing efforts
20. Nuts
And
Bolts
1/20/11
Building Financial Projections
Technology Company Rules-of-Thumb
• Average employee salary will be $90K + -
• Employee benefits will add just 15%
• Salaries will be 60% to 70% of total expenses (non-COGS)
Remainder will be rent, utilities, travel, etc.
UNLESS you have extraordinary marketing!!!
Will reduce to 50% to 55% over time
• Sales staff will cost $175 to $250k per person per year
~$200k compensation (50% base, 50% commission)
$50k in annual travel costs
Staffing DRIVES departmental expenses
Disclaimer - May not apply to your company
21. Nuts
And
Bolts
1/20/11
Building Financial Projections
Technology Company Rules-of-Thumb
• Sales Projections
$50MM to $100MM in year 5
• Revenue per Employee
Between $150K and $350K
• Revenue per Salesperson
Between $1MM and $3MM
Disclaimer - May not apply to your company
22. Nuts
And
Bolts
1/20/11
Case Study:
Restaurants 12,300 (’09) -> 15,200 (’10) +2,900
Diners Seated 43M (’09) -> 65M (’10)
Subscription $44M
Reservations $48M
Installation $7M
TOTAL $99M
Expenses Staff
Operations $27M 27% 166
Sales $20M 20% 160
Product Development $11M 11% 96
Gen. & Admin. $15M 15% 71
TOTAL $73M 73% 493
Operating Profit $26M 26%
23. Nuts
And
Bolts
1/20/11
Case Study:
Subscription $44M (13,750) $260/month
Reservations $48M (65M) 60 cents/diner
Installation $7M (2,900) $2,400 per install
TOTAL $99M
Revenues $99M/year - $200k revenue per employee/year
Expenses $73M/year - $148k expense per employee/year
- Estimate: salaries are 66% of expenses $100k avg salary
No print, broadcast, or online ads. Search Engine Positioning
If Sales Staff = 160 $125k annual expense per staff member
If Sales Staff = 80 36 restaurants per rep/year (50% staff sell)
Only $311k revenue per sales staff
RED FLAGS
Target market - 20,000 restaurants (vs 15,200 already installed)
Opportunity – 700M diners (vs 65M)
24. Nuts
And
Bolts
1/20/11
Case Study:
Customer Acquisition v Customer Value
Acquisition Cost* (CAC):
$20M for 2,900 customers = $6,900 average per customer
Customer Lifetime Value:
Installation Fee $2,400
Subscription Fees 12 * $260 $3,120
Per-Diner Fees (394/month) 12 * $236 $2,836
Total Year 1 $8,356
Total year 1-5 $70,560
* Sales & Marketing ONLY
26. Nuts
And
Bolts
1/20/11
CAC and LTV
• LTV > CAC.
(LTV should be about 3 x CAC for a viable SaaS or other form
of recurring revenue model. Most of the public companies like
Salesforce.com, ConstantContact, etc., have multiples that are
more like 5 x CAC.)
• Aim to recover your CAC in < 12 months, otherwise your
business will require too much capital to grow.
28. Nuts
And
Bolts
1/20/11
Case Study:
KEY BUSINESS DECISIONS
Who Pays? Restaurant, diner, advertiser?
What would they pay for?
- Restaurant: Installation, Monthly fee, Volume based fee
- Diner: Per Reservation Fee
- Advertiser: CPM
How Much Do They Pay?
- Installation $2,400
- Monthly fee $260
- Volume based fee $0.60/diner
Other Decisions
- No Advertising but Customer Bonus (frequent diner plan)
29. Nuts
And
Bolts
1/20/11
Cash Flow Projections
Happiness is a positive cash flow
Or at least knowing when you need to raise more
• Burn Rate
Monthly operating loss plus capital expenditures
• Cash Flow Projection
Cumulative operating losses excluding depreciation
Plus cumulative capital expenses
• To determine the total cash required
Cumulative operating losses PLUS
Cumulative capital expenses
On the month that you turn cash positive
32. Nuts
And
Bolts
1/20/11
Executive Summary
Presentation Suggestions
• Annual Profit and Loss Statement for 5 years (with %)
• Data to justify revenue projections
Unit sales
Average selling prices (ASP)
• What quarter you will be profitable
• Your total cash requirement
33. Nuts
And
Bolts
1/20/11
Executive Summary
Presentation Suggestions
• Annual Profit and Loss Statement for 5 years (with %)
• Data to justify revenue projections
Unit sales
Average selling prices (ASP)
• What quarter you will be profitable
• Your total cash requirement
35. Nuts
And
Bolts
1/20/11
Disclaimers
This is where it starts getting serious, and there can be real
consequences for your errors. There is a lot of detail you
must manage, and it is a big responsibility.
•GSG is not your lawyer or accountant
•GSG is not responsible for your legal or financial decisions
•You should seek professional legal and accounting advice
•GSG can make introductions to local and international
advisors, who may provide free services, but may require
fees
36. Nuts
And
Bolts
1/20/11
Agenda
• Deliverables for tomorrow
• Responsibilities of forming a company
• Options for incorporation for Gazans
Pros/Cons of Ramallah
Pros/Cons of Delaware
• Equity splits between the team
• Book keeping
37. Nuts
And
Bolts
1/20/11
Responsibilities
• Cost of incorporating
• Preparing Tax Forms and Fees ON TIME
Sales Taxes/VAT
Payroll Taxes
Income Taxes
• Detailed Accounting Requirements
• Detailed Documentation Must be Kept
Invoices
Receipts
Employment Agreements
Contracts
• For Gazas especially:
Vigilant OFAC Compliance if you are incorporating in USA
38. Nuts
And
Bolts
1/20/11
Why Incorporate?
• Limits personal liability of team
• Allows for receipt of investment capital
• Professionalizes your business
• For Gazans especially
No other option for international business
Access to foreign bank accounts and payment platforms
Limiting liability of sanctions
Need to be EXTRA professional with customers, suppliers
39. Nuts
And
Bolts
1/20/11
When to incorporate?
• Typically we encourage incorporation only if have
received a significant investment offer
Costs can be several thousand dollars, and you will pay hundreds
of dollars per year
• You are getting traction and urgently need access to
international financial services, AND
YOU BELIEVE YOU CAN PAY THE COSTS AND MANAGE THE
RESPONSIBILITIES OF INCORPORATION WITHOUT AN
INVESTOR
40. Nuts
And
Bolts
1/20/11
Incorporation Jurisdictions
• Ramallah (via power of attorney documents)
• Delaware (via Stripe Atlas)
• Gaza is not an option if you want to do business abroad
• To establish a company AND foreign bank account, you
almost always must travel and visit banks/ministries IN
PERSON. The above options are exceptions.
• Other potential options (we aren’t sure/you must travel):
Jordan
UAE
British Virgin Islans
41. Nuts
And
Bolts
1/20/11
Ramallah Pros/Cons
• Pros
We know the process, it’s straight forward
It will be easier for you to understand as Palestinians
Once incorporated, you can set up a business account with Bank
of Palestine that accepts international wire transfers
Can use Bank of Palestine Payment Gateway for visa/mastercard
• Cons
Requires physical documents, Ramallah lawyers (Itqan, Shehada
Law, Sharhabeel)
Few Palestinian lawyers understand startups or tech
Professional investors outside of Palestine won’t like it because
the law here does not protect them adequately
Vesting agreements not enforceable
Still limited access to regional payment gateways, PayPale, Stripe
42. Nuts
And
Bolts
1/20/11
Delaware Pros/Cons
• Pros
Stripe Atlas is a one stop shop that has WAIVED the $500 setup
fees
Stripe also provides some free tax and legal advice
Access to a US bank account at Silicon Valley Bank without in-
person ‘KYC’ interviews
With US account, access to many payment platforms like Stripe,
Paypal for card processing
Investors will be comfortable with Delaware
• Cons
Stripe may deny your application
Still limited access to regional payment gateways (Payfort)
VERY INTENSIVE DOCUMENTATION AND PAPERWORK, AND
LONG TERM RESPONSIBILITY FOR TAX REPORTING
You are exposed to US laws and regulations, which are extensive
and complicated
You must be extra careful with OFAC requirements
43. Nuts
And
Bolts
1/20/11
Ramallah Registration
• Power of Attorney Costs
• The fees for each company are as follows:
• 10 JD (representing 0.1% of the registered share capital
of the minimum allowed 10,000 JD)
• 540 NIS as registration fees to Ministry of National
Economy
• 715 JD Palestinian Bar Association fees
• At least 10,000 JD of capital must be deposited into the
companies bank account in the first six months
44. Nuts
And
Bolts
1/20/11
Delaware Registration
• Setup:
To file the certificate of incorporation in Delaware, the cost will be
about $450 in filing fees, including the fees for the name
reservation.
Via Stripe Atlas, $500 fee is waived to incorporate the company
Typically, $1000 for purchase of 10,000,000 founders shares at
$0.0001 per share (I’m not sure what Stripe’s arrangement is)
• Annual:
$350 Delaware franchise tax due March 1 each year, but
increases as company grows
Appoint a third party to be the Company’s registered
agent who charges $130 per year for their services
45. Nuts
And
Bolts
1/20/11
Equity Splits
• Who are the founders vs. the employees vs. the
contractors?
Execution has greater value than the idea.
Ideas have no value
Forget about the past.
Who is in 100% for long term?
• Plan to set aside 10% of shares as an option pool for
future employees
What are options?
An agreement that someone can purchase shares at a set price in
the future
46. Nuts
And
Bolts
1/20/11
Board Formation
• All companies have Boards of Directors that must vote on
major decisions of the company
Key employee hiring
Fundraising
Major expenditures
Major contracts
Any changes to the bylaws of the company
• Initially, the board may be whoever you want to appoint
• If you receive equity investment, investors will most likely
demand a board seat and decision making power
48. Nuts
And
Bolts
1/20/11
An Investor or the IRS Asks:
• “Your books show a revenue item for $12,000 on
December 3rd, 2012. Substantiate it in an appropriate
level of detail.”
• What do you do?
• (Note that backfilling written records from e.g. credit card
statements is not acceptable)
49. Nuts
And
Bolts
1/20/11
Invoices
• Typically, an invoice will include:
• An itemized list of the goods or services purchased, with
minimal detail about them
• A unit price and quantity for each line item
• A subtotal
• Any sales tax assessed
• The total amount invoiced
• The total amount actually due, if not the same as the
amount invoiced (i.e. if the customer has already paid a
portion of the invoice)
50. Nuts
And
Bolts
1/20/11
Receipts
You should offer customers a written receipt for every transaction
with you, particularly for transactions which are settled instantly
(via, e.g., a credit card) or otherwise not invoiced.
•Typically, you’ll write on them:
•Your business’ name and address
•An itemized list of what was purchased, in minimal detail
•A subtotal
•Any sales tax assessed
•The total amount paid
•The date and time of purchase
•How the payment was made (“credit card with last digits 1234” is
common)
•The customer’s name
•A reference number for you to find the transaction later
•Instructions for the customer if they have a question about the
purchase
51. Nuts
And
Bolts
1/20/11
Deliverables – Legal
• Docs:
Incorporation Template Delaware (incl. Founders Equity Shares)
Incorporation Template Ramallah (incl. Founders Equity Shares)
Power of Attorney Template – Gaza to Ramallah
Privacy Policy
Terms of Service
• Excel: Budget for Cost of Incorporating in Ramallah and Delaware
• Excel: Books:
List of all your actual expenses to date (item, date, purpose, payment method) =
how much you’ve spent
List of all your actual revenue collected to date (item, date, customer, payment
method)
Set up a Receipts@ address and email said@gazaskygeeks.com
Set up a folder for every document you have- send link to
said@gazaskygeeks.com
53. Nuts
And
Bolts
1/20/11
Disclaimer
Again, this is where things get more serious. You are
accepting other people’s money and they will want more
money back than they gave you.
•GSG is not your banker, but we can give you our opinion
•We cannot negotiate on your behalf directly, only advise
you and give you mentors who can advise you
•GSG provides you the introductions and connections, but
the relationship with the investor is between you– GSG is not
the middle man
•YOU MUST THINK OF YOUR RELATIONSHIP WITH THE
INVESTOR AS A MARRIAGE. IT IS A LONG TERM
PARTNERSHIP
•Investors have no obligation to invest in you!
54. Nuts
And
Bolts
1/20/11
Agenda
• Who are GSG ‘Investors’?
• Investment Process
Pitch
Term Sheets
Incorporation (if not already done)
Finalization of Detailed Agreements
Disbursement to bank account
Regular Meetings with Investors
56. Nuts
And
Bolts
1/20/11
What is investment?
• Investment is not a grant
• Investment is capital provided that fuels the growth of the
business
• Equity is the ownership stake an investor receives when
they inject investment into you company
• As your company grows, their investment grows
• Investors will get their money back, plus their share of
increased value, when the company is sold
57. Nuts
And
Bolts
1/20/11
Who are some investors?
• GSG has a wide network of supporters who might be
interested in hearing you pitch
• Venture Capital Funds
Ibtikar Fund - Palestine
Oasis 500 - Jordan
Conversations Fund - Europe
• Companies
APIC – Palestine/Jordan
• Individual Angel Investors / Mentors who want to see you
succeed
58. Nuts
And
Bolts
1/20/11
Investment Process
• Setting up the meetings
GSG will send a package of materials about your startup to our
network
GSG will help you establish meetings with any interested investors
in late April
• You pitch to the potential investors via Skype
Product Demo
Pitch
Ask for $ to achieve your acceleration milestone
• As ‘Pre-Seed Stage’ startups, you can expect an
investment size of around $20K to $40K for initial
validation
59. Nuts
And
Bolts
1/20/11
What Should You Ask For?
• Your $ ask should allow you to reach a major milestone related to
customer acquisition that you will work on during acceleration (through
September)
• Basically, think of it as if you have $40k to test the core hypothesis of
your business
• If you can achieve this milestone, your business has probably traction
and may continue to grow
• If you CAN’T achieve this milestone, it likely means that your startup is
over and you should focus on something else
• What will it cost you to achieve this milestone over the next six months?
This is your operating budget, and a core deliverable
• Milestone has clear # targets you must hit
60. Nuts
And
Bolts
1/20/11
Example
• In six months, successful traction means growing active
users 200% per month to reach X paying customers with
a revenue target of $Y and a clear trajectory to a CAC of
$Z or less
• The Milestone must give you and your investors a clear
indication that this business COULD be profitable and
grow rapidly you prove that there are MANY potential
customers out there who love your product and will love
your product
61. Nuts
And
Bolts
1/20/11
Three Documents to Show
Investor
• 1) Operating budget for acceleration
Six months forecast of how you will spend money
Ties to six months forecast of visitors, users, conversion, and revenue
No Templates! Must reflect your specific business model
Plus…
• 2) Five-Year Long Term Forecast
How do you see the business and market potential long term?
• 3) Management Dashboard Sheet
12 KPIs that track the health of your business
62. Nuts
And
Bolts
1/20/11
If an investor is interested
• You will discuss a TERM SHEET
• A term sheet is a document– it is a non-binding
expression of interest that lays our the basic terms of the
investment
• Terms of an investment will include:
Valuation of the company (or not)
Investor Rights
o Board Seats
o Information Rights
o Rights in Future Financings
65. Nuts
And
Bolts
1/20/11
Deliverables – Financial
• Operating Budget for 6-12 months based on YOUR BUSINESS
MODEL
• 5 year Long Term budget (can use template or make your own)
• Management Dashboard Sheet
67. Nuts
And
Bolts
1/20/11
A Note on Excel
Excel is just a big calculator with operators and functions.
It’s a basic form of coding.
Keep format clean! Blue for hard code
Some navigation shortcuts:
• F2 is your best friend
• Ctrl + [ (also F5 + Enter to go back)
• = starts a function
• +, -, *, /
• Alt + T+U+D and Alt + T + U + T to trace links
• Ctrl + arrows keys and Ctrl + Shift + arrow keys
• Ctrl + page up/down
• Ctrl + Shift + $ for currency
•
68. Nuts
And
Bolts
1/20/11
Long Term Forecast
• Your Five Year Forecast can be GUIDED by a template
• All the inputs all need to have a justification behind them,
because investors will ask:
CAC
Marketing Spending (Cost per Click)
Product Development Costs (Developer Salaries/Licenses)
User Growth
Conversion Rates
Repeat purchase assumptions
Retention / Churn Rates
Virality (organic traffic from referrals/shares)
Pricing (Subscriptions, Ad Views, Orders, In App Purchases…)
Salaries
Operating Costs
Many others depending on your model
o E.g. time on site if ad-based
69. Nuts
And
Bolts
1/20/11
Long Term Forecast
• Your Five Year Forecast can be GUIDED by a template
• Spend time in the templates to understand the basic
structure of the three major business models
Ecommerce
Mobile Applications
Subscriptions (SaaS)
70. Nuts
And
Bolts
1/20/11
Long Term Forecast Templates
• Ecommerce Template Group
Munasibat
Izaari
Kookies
Piclancers
• Mobile App Group
Mommy Helper
Keeflabs
• SaaS Group
SubOpp
VidMass
Tashbeak
71. Nuts
And
Bolts
1/20/11
Management Dashboard Sheet
• You Must Provide around ~12 KPIs that are most
important for measuring the health of YOUR
BUSINESS on a daily, weekly, monthly basis
Conversion Metrics(visitors, registrations, time on site, bounces,
daily/weekly/monthly active users…)
Revenue
Costs
Marketing
Product
Cash
• YOU MUST DEFINE EVERY METRIC IN DETAIL,
ESPECIALLY USER METERICS
E.G. We define monthly active users as anyone who interacts
with our application at least once in the past month
E.G. We define