Off Balance #17

???????? Hi friends!

And I’m finally back on home turf having landed back in the UK earlier today. I won’t spend another moment dwelling on how amazing the trip was in case I get lynched the next time one of you sees me on the street – but one last cherry to top off the whole experience was being bumped to business class on our flight from Abu Dhabi to London last night.

Let’s put it this way, without that level of (unexpected) comfort, I doubt I would be in any shape to have gotten this edition out!

Here’s to some amazing memories under the sun 🙂

Just me and a tree by the sea

In this weeks Off Balance, I’ll be chatting about:

⌛️ Office hours with Aarish and 45 lessons learned over 45 years
???? The importance of the modern day CFO in tech
☯️ Getting away from black and white thinking

Check out this weeks Primer where I get to know Nathaniel Harding who went from building in the oil and gas industry to raising Oklahoma’s largest VC fund at Cortado Ventures, serving the less explored mid continent ???? 

Also, if you have any feedback, or if there’s something you’re desperate to see me include, just reply to this mail or ping me online – I’m very open to conversations.

If you like what I’m putting out, do give me a follow on LinkedIn, Twitter and Instagram.

(If you are trying to connect with me on LinkedIn, maybe read this post I wrote and make sure to start your request with “Off Balance” and, more importantly, tell me why you’d like to connect ????????)

Don’t forget to like, rate and subscribe to Nothing Ventured on Apple, Spotify or YouTube, it really helps more people see what we’re doing – you can find links to these (and more including my Office Hours) right here!

Now let’s get into it.

This edition of Nothing Ventured is brought to you by EmergeOne.

EmergeOne provides fractional CFO support to venture backed tech startups from Seed to Series B and beyond.

Join companies backed by Hoxton, Stride, Octopus, Founders Factory, Outlier, a16z and more, who trust us to help them get the most out of their capital, streamline financials, and manage investor relations so they can focus on scaling.

If you’re a CFO working with venture backed startups and want to join a team of incredible fractional talent, drop us your details here.

If you’re a growing startup that knows it needs that strategic financial knowhow, drop your details here to see how we can support you as you scale ????

How can did I add value?

Well having been away for over two weeks, I’ve been focussed on me internally more than I have on external factors but, one of the questions that came up in a chat with some of my CFOs was what would be the ideal corporate structure to scale what I’m building at EmergeOne.

Now this is a pretty big topic so I’ll cover corporate structures and when and why they’re the right choice in a given situation in a separate fuller Off Balance episode because it’s clearly a question that is not always clear cut to everyone.

In the meantime, here are 8 thoughts from 8 days in the Maldives that could only really come from having the time for a bit of introspection – which I fortunately had plenty of time for especially when it decided to rain heavily.

Always verify, don’t believe marketing brochures.

We booked another resort initially, excited by the offer. Was tired, old and barely 3*.

Should have researched more.

You can work when you’re on holiday, but you can’t holiday if you’re working.

I am the only person running my 7 figure business. I’d be anxious if I didn’t check my mails sporadically. But don’t bother with holidays if you’re spending all your time working.

Just because it’s all inclusive, doesn’t mean you have to include it all.

You shouldn’t feel the pressure to take advantage of everything on offer. Do what works for you, or do nothing. It’s your time.

Don’t pile your plate high, moderation leads to more enjoyment.

I find it quite depressing seeing folk taking things to excess. There is gratification in scarcity. Learning how to have a scarce mindset helps you to enjoy things more.

You never know when it’s going to rain, so enjoy the sun whilst it’s out.

Don’t put things off. Circumstances will always change. Take advantage today, don’t wait for tomorrow cos it never comes.

Touch the land lightly, don’t leave a mark.

Whatever you’re doing in life, it pays to tread lightly and leave the world a better place. If you want to leave a mark, leave it in peoples’ minds.

Find enjoyment in the things you wouldn’t normally do.

Exercise your body and your brain, get used to doing different things. It’ll only help you to get better at the things you normally do as a result.

Live each moment fully, you’re always a minute closer to leaving.

Sadly, time is both the opportunity and the enemy. Don’t leave with regrets. Ever.

Created using DreamStudio

Off Balance

Last week we started exploring financial modelling and, I thought I’d be able to cover off the balance of what I had to say in one more post today.

Turns out I’m not so you have one more to come at you next week where I’ll tie up the final bits and pieces of how to actually go about building your model whilst today, I’ll concentrate on what is actually in your model and what it needs to output.

Core Components of Financial Modelling

OK, so we discussed at quite some length what a financial model is for and why CFOs use them, but what should the model itself contain?

As always, it depends.

There are some key overarching elements that should be in every model, however often there will be different levels and requirements for detail depending on who the intended audience is, whether internal or external, if it’s being used for the purpose of raising investment or securing a loan.

But as, ultimately a financial model is a financial model, there are a few things that have to go into it and a few things that aren’t ‘traditional’ parts of how you would present financial statements.

I would typically group the various components of a financial model as follows:

Inputs
Calculations
Outputs

Inputs

As the name suggests these are all the numbers that go into a model and from which the final model is built and outputs derived.

Firstly, it is good practice to have a sheet that lists out all the assumptions that you have made in written format so that people can follow your logic.

Then, probably the most important part of your entire model – the Inputs tab. This is where you will create the adjustable assumptions that will drive your model.

Why is this the most important part of the model?

Well because it’s what shows the model’s audience how you think about your business, how you drive leads, are you B2B or D2C, what drives revenue, how costs flow through and how they vary based on the level of activity, how does headcount change over time and so on.

So for example, if you are a B2B enterprise business and haven’t got a reasonable indication of your forward looking pipeline, it would be a bit of a red flag.

Calculations

As the name suggests, the Calculation tabs in a financial model are where the actual calculations and formulas are performed to power the financial statements and other key outputs.

These sheets serves as the back end of the model and are an essential part of understanding how you get from the inputs (static) to the outputs (dynamic).

The formulas contained in the Calculation sheets take into account various factors such as revenue drivers, cost structures, growth rates, and other key financial and non financial metrics from which the output statements are constructed.

It is essential to have these Calculation tabs separate to and driven by the data in the Input tab. By manipulating the Inputs CFOs and other users can analyse different scenarios and use sensitivity analysis to assess the potential impact on the company’s performance.

This function of scenario modelling, which is crucial for strategic decision-making, should not be underestimated. CFOs use these scenarios to explore different growth strategies, pricing models, cost structures, and investment scenarios which in turn helps in identifying the optimal path for the business and in making informed decisions to drive the business forward.

Furthermore, separating out the Calculations from both the Inputs as well as the Outputs provides better transparency and visibility to the model as well as allowing other users to audit the construction of formulas and how they flow from one statement to the next.

It is therefore important to ensure that the calculations sheet is well-structured, organised, and documented. Wherever possible, you should use clear labels and comments to explain the purpose of each formula and calculation. This ensures that the model is easy to understand, review, and update as the business evolves.

Outputs

Whilst, as I have mentioned, the Inputs are probably the most important component of your financial model, and the Calculations are imperative to be able to audit how the model was built the various Outputs are also critical to be able to analyse the overall shape, direction and impact of Inputs on the model.

The obvious Outputs are the financial statements which, as we’ve discussed in other Off Balance articles comprise of:

– Income Statement: The Income Statement captures revenue, costs, and profits so that you can gauge how the business is performing over time. This is always included in a financial model.

– Balance Sheet: A snapshot of assets, liabilities, and equity – the company’s financial position at a specific point in time. In many early stage businesses – especially software businesses – it is not essential to include the Balance Sheet as an output. Investors will rarely ask for it and it can be quite complicated to build out.

– Cash Flow Statement: This is probably where most investors will focus, as it chronicles the inflow and outflow of cash, highlighting operational, investing, and financing activities. More importantly, it shows how much cash the business requires to reach the next stated milestone (this may be a revenue target, a usage target or something else altogether – it will depend on what stage you are at and what vertical you are in) as well as how long that cash will last (runway). For example a SaaS business is likely tracking getting to a certain level of Annual Recurring Revenue (ARR) whilst a deep tech or tech bio business milestones will likely not be linked to revenues in the early years, but more towards R&D outcomes.

Essentially investors (and you) want to sense check whether it is going to be feasible to continue to raise capital to fund growth or if the business is so capital intensive that there is greater risk it won’t reach the milestone or worse, will require a lot more additional capital to get there.

The non obvious ones are normally then more meaningful ones – at least at early stage.

You want to be able to capture the key metrics (leading not lagging) and the non-financial indicators that represent how your venture is going to grow.

Some of them are quasi financial and relatively standard, things like monthly recurring revenue (MRR) or net revenue retention (NRR), churn / revenue churn, users / customers, lifetime value, customer acquisition costs and growth.

Others are not derived from the financials such as acquisition channels, funnel metrics, downloads (if a mobile app), market share (though rare at early stage), customer satisfaction (again rare in a financial model, but if a key metric, you may wish to show direction of travel) and various others that will depend on the business you are building, the vertical you are in and the business model you are pursuing.

I will always include a summary tab which shows numbers annually, the total cash need, when the business runs out of cash and wherever possible show several scenarios (which may include achieving lower or higher revenues, employing fewer or more employees or changing another variable that impacts the income or cash flow statement (investors at earlier stages and especially in software businesses are rarely going to worry about the balance sheet for forecasting purposes though this becomes important if your model is going to a bank or lender).

It is also good practice to create a series of graphs plotting key metrics (financial and non financial) as these will often be valuable for investment decks or even as visual explainers for internal team members.

On DCF and valuations.

I personally don’t believe that for most financial models being used to seek investment in the venture space, DCFs are particularly valuable.

Firstly, what is a DCF?

It stands for Discounted Cash Flow which we have talked about in the context of investment decisions in previous writings. In the context of valuations, it is the traditional method by which analysts would value an established (likely publicly listed) business.

They are able to do this because cash flows are typically stable by the time a business is listed on the stock market (by stable I don’t mean constant, but there is a higher degree of predictability based on previous growth, analysis of management’s strategic plans and more).

Essentially by summing the discounted values of all the cash flows into the future, you are able to derive a value for the business today.

But.

Obviously we’re not talking typically about stable businesses here. Startups are by their very nature unpredictable. Not only is there a lack of consistency in cash flows to date, but the very nature of how those cash flows are derived will likely change multiple times before approaching some level of consistency.

Then layer on the fact that finding a suitable weighted average cost of capital (risk rate) will be a moving target given these businesses will rarely have debt and given how illiquid the market for their shares is and you’re left with the overall impression that trying to do a DCF in a financial model of an early stage venture is probably more about showing off your understanding of how to calculate one (though peversely, also showing off that you don’t have an understanding of when it is sensible to use one).

So to assume that you can forecast out cash flows sensibly and then use an appropriate discount factor to work out a valuation is optimistic at best. There are just too many factors that you cannot control.

However, if you do want to provide a range of valuations based on the numbers you present, you may choose to look at recent transactions in your space, the sort of multiples on revenue those companies have been valued at – or even looking at public markets and using proxy figures to calculate a valuation for your business – for example, you’re building a social network and look at Facebook which has a market cap of x (valuation) and y numbers of users. You could therefore say that each user is worth x/y in value. Multiply this number (maybe discounting it down a bit because, let’s face it, you’re probably no Facebook yet) by the number of users you currently have and voila, your own back of the envelope valuation calculation.

Again, I typically don’t include valuations in my models as I feel it is somewhat hubristic. Investors will negotiate a valuation, by putting one in your model (which as I have previously discussed is going to be 99% inaccurate in any case) seems like you are anchoring on a position that is highly mutable and subject to discussion.

Next week we’ll wrap the whole financial modelling piece up with some thoughts on a process to actually build a model, the sort of models you might find yourself building (and to what end) as well as where software is heading from a modelling perspective.

That’s a wrap for this week as I try to get on top of my 2 weeks’ absense whilst also fighting the urge to just jump on a plane and head back out into the sun.

I hope you found Off Balance #17 useful. As always, I’d love to get your feedback and understand the sort of topics you would love to hear about.

Just hit reply to this mail or drop me a line at [email protected] and let me know ????

????And that’s a wrap for this edition of Off Balance – I’d appreciate your feedback so just reply to this email if you’ve got something you’d like to say.

???? And if you think someone else might love this, please forward it on to them,

???? Finally, if you’re a fan of the Nothing Ventured podcast, please don’t forget to like, rate and subscribe wherever you get your pods – it really helps us spread the word.

That’s it from me so until next time…

Stay liquid 🙂

Aarish

The Lowdown #8

???????? Hi friends!

As I’m still camped out in the Maldives (sigh!) just a brief one from me today.

I thought it would be worth refreshing your memory on some of the pods we’ve released since the beginning of Series 5 a few weeks ago so you can make sure you’re all caught up 🙂

Normal service will resume from next week onwards.

Me looking maybe a little too smug in the Maldives ???? 

Also, if you have any feedback, or if there’s something you’re desperate to see me include, just reply to this mail or ping me online – I’m very open to conversations.

If you like what I’m putting out, do give me a follow on LinkedIn, Twitter and Instagram.

(If you are trying to connect with me on LinkedIn, maybe read this post I wrote and make sure to start your request with “Lowdown” and, more importantly, tell me why you’d like to connect ????????)

Don’t forget to like, rate and subscribe to Nothing Ventured on Apple, Spotify or YouTube, it really helps more people see what we’re doing – you can find links to these (and more including my Office Hours) right here!

Now let’s get into it.

This edition of Nothing Ventured is brought to you by EmergeOne.

EmergeOne provides fractional CFO support to venture backed tech startups from Seed to Series B and beyond.

Join companies backed by Hoxton, Stride, Octopus, Founders Factory, Outlier, a16z and more, who trust us to help them get the most out of their capital, streamline financials, and manage investor relations so they can focus on scaling.

If you’re a CFO working with venture backed startups and want to join a team of incredible fractional talent, drop us your details here.

If you’re a growing startup that knows it needs that strategic financial knowhow, drop your details here to see how we can support you as you scale ????

The Lowdown

With Season 5 of Nothing Ventured well under way I thought it would be useful to give you a rundown of where we’ve been and, where we’re going.

Here are the first few guests we’ve had on and some of the up-coming guests from all around the world of venture ????

Building the Investor Accelerator for Africa with Mark Kleyner

Our first guest, Mark Kleyner has had a pretty interesting journey so do check out our Primer episode to understand more.

In our main conversation, we talked about the untapped capital and potential in the African venture ecosystem and why, rather than trying to accelerate founders, Mark and the team at Dream VC are accelerating VCs.

Geeking out Finance Bro Style with Julio Martínez

My second guest was the founder of Abacum, an FP&A platform for mid cap companies ???? 

In our conversation, Julio and I chatted about why we both think there’ll always be an excel (at least for now) and why it’s pretty damned difficult to try and build a universal platform for CFOs.

In our Primer episode, we talked about Julio’s dream board and how he moved from his dream of being a Paella chef to 20 years in finance!

Tackling the Trillion Dollar Market for Disabled People with Martyn Sibley

In the third and most recent episode of Nothing Ventured, I spoke to Martyn Sibley, previously co-founder of Accomable, an Airbnb style platform for disabled people which then exited to Airbnb itself. He’s now the founder of Purple Goat Agency.

Martyn and I spoke about why language matters. We also talked about the immense opportunity for those servicing people with disabilities and, how by catering for those with disabilities, you end up building better products overall.

Nothing Ventured on the Move

Last month I was able to take the studio on a bit of an excursion and recorded a bunch of short interviews with some VCs and founders in a candid setting.

Hosted by the London Venture Capital Network at the Dream Factory, you’ll see these (occasionally beer or wine fuelled!) conversations every Friday throughout the season.

Here are the first few.

Dan Pandeni Idhenga – Investor at 1818 Venture Capital and Co Founder of the London Venture Capital Network

Dami Hastrup – Founder at MOONHUB, VR driven corporate training

And coming up you’ll get to hear from:

Nathaniel Harding, Managing Partner at Cortado Ventures driving venture in the mid continent

Fatou Diagne and Stephanie Heller talking about how Bootstrap Europe is championing venture debt in Europe having bought out SVBs German debt portfolio

Shruti Ajitsaria on building Allen & Overy’s legaltech incubator, Fuse, after coming up with the idea on maternity

Dom and Elliot Chapman on building, scaling and exiting agencies

Sam Beni on the fall of Tech Nation and why he’s building the agent based networking platform for tomorrow at Platin.

And, as always, we’re just getting started!

And finally, back to memes from our favourite meme master…

Crypto investors last year vs crypto investors this year

— Dr. Parik Patel, BA, CFA, ACCA Esq. (@ParikPatelCFA)
Oct 24, 2023

????And that’s a wrap for this edition of The Lowdown – I’d appreciate your feedback so just reply to this email if you’ve got something you’d like to say.

???? And if you think someone else might love this, please forward it on to them,

???? Finally, if you’re a fan of the Nothing Ventured podcast, please don’t forget to like, rate and subscribe wherever you get your pods – it really helps us spread the word.

That’s it from me so until next time…

Stay liquid 🙂

Aarish

Off Balance #16

???????? Hi friends!

I know I’ve been sending these out on the fly of late – quite literally.

This week finds me in the Maldives spending some quality time with my (immensely) better half. It’s really the first time we’ve taken a holiday without the kids for over 20 years so you’ll forgive me for feeling a bit chirpy about where I’m at at the moment!

Here’s a quick snap of my view right now – pretty sweet right? 🙂

But before I gloat too much, whilst this view is lovely, our experience at the resort has not been – I spoke more about that in this post I’m titling ‘Trust but Verify is a Fallacy.’

In this weeks Off Balance, I’ll be chatting about:

???? What’s the value of valuing your app?
???? The CFOs Guide to Financial Modelling.
???? Apple fan boy? Not quite, but not as unhappy as I thought I’d be.

Check out this weeks Primer where I get to know Martin Sibley and understand the challenges – and opportunitiy – in building businesses focussed on the market servicing disabled people.

Also if you have any feedback or if there’s something you’re desperate to see me include, just reply to this mail or ping me online – I’m very open to conversations.

If you like what I’m putting out, do give me a follow on LinkedIn, Twitter and Instagram.

(If you are trying to connect with me on LinkedIn, maybe read this post I wrote and make sure to start your request with “Off Balance” and, more importantly, tell me why you’d like to connect ????????)

Don’t forget to like, rate and subscribe to Nothing Ventured on Apple, Spotify or YouTube, it really helps more people see what we’re doing – you can find links to these (and more including my Office Hours) right here!

Now let’s get into it.

This edition of Nothing Ventured is brought to you by EmergeOne.

EmergeOne provides fractional CFO support to venture backed tech startups from Seed to Series B and beyond.

Join companies backed by Hoxton, Stride, Octopus, Founders Factory, Outlier, a16z and more, who trust us to help them get the most out of their capital, streamline financials, and manage investor relations so they can focus on scaling.

If you’re a CFO working with venture backed startups and want to join a team of incredible fractional talent, drop us your details here.

If you’re a growing startup that knows it needs that strategic financial knowhow, drop your details here to see how we can support you as you scale ????

How can did I add value?

Valuation continues to be one of the things first time founders get their proverbial underpants in a twist about.

I recently talked to a founder who had asked for assistance on valuing their app.

Their accountant had told them it made sense to attribute a value to the cost of building the app on the balance sheet.

The founder wasn’t sure how to go about this, and assumed this would be necessary to raise investment.

Here’s what I learned pretty quickly after a few initial questions:

They had self funded development of the app for quite a bit less than £50k.

They weren’t going out for investment any time soon.

They were pre revenue, however had created a community app which they planned to monetise through an in app marketplace (tough).

They had a decent number of users (it was a b2b2c acquisition model in the education space – though not precisely edtech).

Their accountant had little or no experience in the tech space (and in fairness, the founder was pretty new to it all as well).

So here’s what I told them:

From an accounting perspective, you would be hard pressed to argue a usable lifetime of more than 5 years based on current accounting standards.

This is because technology moves so fast, that unless you can argue your IP is provably enduring, you’re not going to be able to carry it (leave it on the balance sheet and depreciate) for any length of time.

That effectively means that, assuming a cost to develop of approx £30k, you would be charging the P&L with £6k per year until the app has been fully depreciated.

Again, due to accounting regulations, you can’t add any intangible value (goodwill) to something you have produced internally. You can only do that if you acquire, say, another business whose assets are worth x and you pay x + 1,000. The 1,000 would be booked as goodwill as it is the value you have paid over and above the value of the assets.

But a lot can happen in 5 years, and in the tech world, you don’t value any business (especially at the earliest stages), on the carrying asset value. You might do that for a traditional business with plant, equipment, debtors and creditors, but for a tech business it’s all about the future opportunity and how much you have de-risked the business.

So the long and short of it was that I told the founder to ignore what their accountant had told them and not worry about trying to create a value for the app on their balance sheet.

But, should they have wished to value the business, there would be ways of doing that if they were post revenue or, in the case of this pre revenue business, they may have looked at equivalent community apps (whatsapp?) and worked out the value per user using public information. They could then use that to calculate the business value based on the number of users currently on the product.

This founder was visibly relieved when I told them they didn’t need to lose too much sleep about this right now, as it meant they could focus on building out the app, acquiring users and building the community.

And let’s face it, that’s far more interesting than wrangling numbers on a balance sheet.

The long and the short of it is that you don’t need to overcomplicate your thinking or your business by trying to get cute with accounting.

The only time valuing your business really matters is when you are seeking investment.

And that value? Well that’s a negotiation between you and your investor, rarely a value that is set in stone.

Generated using AI via DreamStudio

Off Balance

Below is part 1 of 2 posts where I dig into the financial model from understanding what it’s for to its importance for CFOs.

Financial modelling is one of the things that we get asked for help on all the time, either as a discreet project in preparation for a fundraise, or more often than not, just a core part of the initial work we do walking into any business.

Next Tuesday, I’ll talk through some of the best practices and how you go about constructing a model – what’s important and what’s not, so keep your eyes on your inbox for part 2!

Let’s dig in…

The CFO’s Guide to Financial Modelling

If there is one thing I can wax lyrical about, it’s the financial model.

Not only have I spent over two decades building them in various forms for the businesses I’ve either been running or advising, but as a small time angel, I often spend time unravelling a model to get right to the bottom of the how a founder thinks about their business.

I’ve also delivered sessions on financial modelling to a tonne of founders via cohorts at Founders Factory, The Centre for Entrepreneurs NEF+ programme as well as Morgan Stanley’s Inclusive Venture’s Lab, so I feel like I have a modicum of authority when I’m discussing financial modelling – especially in the context of growth ventures.

As it stands, financial modelling is one of the most invaluable activities that a CFO can undertake. Here’s why:

It provides CFOs and business leaders with a snapshot of a company’s financial health today and over time.

It allows leaders to think through how their business works.

It provides a plan to aid decision-making, resource allocation and the impact on the long term health of the business via the use of scenario modelling.

Whilst I won’t be attempting to walk through all of the mechanics of building a model in this piece, nor will I be showing how to construct every formula, I will attempt to give you a framework you can use when you next find yourself in need of modelling out your business.

The Role of Financial Modelling

What is a Financial Model? 

A financial model is a representation of a company’s financial performance, both past and projected.

Typically covering the main financial statements (though not always – more on that later), a financial model uses a combination of existing company data, assumptions on how certain financial levers may change over time, market data and a generous helping of crystal balling to map out a representation of a businesses future performance.

The earlier stage the business is, the less data there is and hence the more a model is reliant on informed assumptions.

As the company progresses and there is more information flowing, those assumptions are tweaked and refined to get closer and closer to an ‘accurate’ numerical representation of the business.

The reality is that for venture backed companies, your model will change constantly. Firstly as a result of moving from states of uncertainty to (more) certainty, but also due to rapid progress, the fabled pivot, market expansion and any number of other factors that high growth companies may be impacted by.

A financial model can cover any period into the future, however unless looking at a specific project timeframe, it is normal to model out a business (on a going concern basis) for 12, 36 or 60 months.

You may well imagine modelling out a business 5 years into the future is less driven by ascertainable facts than it is by an element of future gazing and you would be right.

As I am fond of saying, the only thing I can tell you with 100% accuracy is that your model will be 99% inaccurate – fun right?

Why is this and what are the implications?

Well the obvious answer is that your financial model is the map, not the terrain.

In other words it is a model of a thing, not the thing itself.

This sounds obvious but you would be surprised at the number of people who are also surprised when actual business performance varies substantially from ‘what the model said it would be.’

One of the purposes of a model is to allow users to play with a limited set of levers and assumptions (hopefully the key ones), rather than try to replicate and then adjust every element of the business.

It has uncertainty and inaccuracy built in.

One great way of thinking about this is an actual map versus the actual terrain. I am sure we have all used tools like Google Maps or its equivalents. They are great tools to navigate your way around a city, but you don’t expect them to show you every pothole, every minor diversion, every pedestrian and every traffic light.

Not only would that be too much information to ingest, if your map could provide you with all that information, you wouldn’t need a driver, you’d just allow it to navigate and drive for you.

But by providing only surface level information, it allows you to get from A to B relatively accurately whilst still forcing you to pay attention to the various obstacles that turn up from time to time.

So given the inherent uncertainty baked into a financial model, why do CFOs put so much store by them?

Why are financial models so important for CFOs?

I am yet to come across a CFO who doesn’t like a good financial model and there are a number of reasons why.

To understand these, you really have to think about the principle activities that CFOs are responsible for:

Capital Management – (Burn and runway)

Capital Allocation – (Where do we invest our dollars)

Capital Raising – (Where from and, when do we raise money)

Risk management – (What are the problems we might face, and how do we overcome them)

Now there are, of course other activities as well, but most of them fall into a subset of one of these and all within the overall category of financial strategy.

A good model will help a CFO – and other users – manage these various streams in fairly specific ways:

Capital Management: As a core component of a financial model is understanding cash flows in the business, it can help CFOs navigate and plan for periods with lower cash balances by pulling at working capital levers or looking at the capital needs of the business more holistically. Essentially, the model helps CFOs to ‘see around the corner’ at what is coming up and plan accordingly. This, of course, feeds into capital allocation, capital raising and risk management as well but it starts with understanding the cash profile of the business.

Capital Allocation: A financial model acts as a resource plan which could at one level help CFOs and other members of the leadership team when it is most appropriate to hire more people (and what the business can support in terms of remuneration). At another level, it can help CFOs with inventory management and procurement. It essentially tells CFOs how much cash is available to spend and therefore allows them to choose where to spend it.

Capital Raising: A good model will always show where cash reserves run low, as mentioned above, or where they run out altogether. This is the most ubiquitous use case for early stage / venture backed startups which traditionally are not profitable or cash generative, instead using outside capital to fund growth. So a CFO can look out for when the business is likely to run out of cash and plan for that eventuality by going to the market to look for fresh funding, whether from equity investors or debt providers. Of course, a model isn’t just good for telling you when you might run out of cash, it may tell you when you start generating cash and hence when you might want to seek out non-dilutive capital to provide a boost to growth.

Risk Management: As mentioned previously, a model is the map, not the terrain. But a good map still shows you if there is a river in your path or where elevation increases. Because the model is built on a set of assumptions, it requires whoever builds it as well as whoever uses it to think through the potential hurdles they may face along the way. Typically CFOs will manage risk through the use of scenario planning and, as those risks crystallise, they are able to steer the company in the right direction.

Overall, it is the key strategic tool that CFOs use to plan and drive the business forward.

The caveat to this, or course, is that unless a model is used and updated regularly, there is a risk that it becomes obsolete (and can do so quite quickly).

So you should always treat it as a live document and change it as the data changes.

Hopefully that serves as a simple intro to financial modelling from the perspective of a CFO. Obviously they will become critical for different reasons at different points of a business’ lifecycle.

Next week we’ll dig into some of those, alongside how you actually go about constructing one ????????

New set up, who dis.

Last week I went a bit heavy, so I thought I’d switch things up with some personal reflections – no doubt many of you will have already been Mac users for a long time, but I have been a Windows maverick for the last 25 years, so the move was tough.

But a month into my journey to the dark side into the Apple universe, I’ve got to say I’ve been more than pleasantly surprised.

Working with a Mac has been predominantly a joy.

The ease of navigation, the strong battery life, the simple and intuitive UX have all seemed like a veil being lifted from my eyes.

As I spend more time on content creation – predominantly writing – and running EmergeOne which is mainly done on zoom calls and putting in place systems for scale, I find myself less frustrated than I was with my windows device.

As James Alexander – my podcast producer – said to me when I was making the decision to switch “it just works.”

So much so, I bought the iPad Air and Magic keyboard so that I had a smaller device to work on whilst I’m on the move (as I more frequently am) – watch out for a few sneak peeks with me and the iPad on the beach ???? 

At the moment the only difficulty I have found has been deep work with spreadsheets (kinda critical for a CFO, I know).

Having to unlearn all the keyboard shortcuts I had in my muscle memory for the last 25+ years and figure out how to navigate on a Mac is not simple.

But, as they say, maybe you can teach an old dog new tricks.

So yes, one month in, I’m a convert.

I’m not so dogmatic as to say I’ll only ever use Apple devices again (you have to be flexible in life) and still have an android phone, but for now, I’m happy I made the switch and am enjoying learning how to become even more productive with a couple of devices that just work.

I hope you found Off Balance #16 useful. As always, I’d love to get your feedback and understand the sort of topics you would love to hear about.

Just hit reply to this mail or drop me a line at [email protected] and let me know ????

????And that’s a wrap for this edition of Off Balance – I’d appreciate your feedback so just reply to this email if you’ve got something you’d like to say.

???? And if you think someone else might love this, please forward it on to them,

???? Finally, if you’re a fan of the Nothing Ventured podcast, please don’t forget to like, rate and subscribe wherever you get your pods – it really helps us spread the word.

That’s it from me so until next time…

Stay liquid 🙂

Aarish

The Lowdown #7

???????? Hi friends!

This week’s Lowdown is going to be a little shorter than normal as I’m parked up in Abu Dhabi (travelling again, I know ????). I’m surrounded by family members so it’s a smidge difficult to delve quite as deep as I would normally into all the happenings in the world of venture.

With that said there are a couple of incredibly interesting pieces that, if you haven’t already done so, are worth digging into, so here they are:

???? Techo Optimism
???? The State of AI Report

And in this week’s episode of Nothing Ventured check out my conversation with Julio Martinez, founder of Abacum, the FP&A tool for scaling and mid cap companies.

We geek out on finance tools, looking for the universal platform for the CFO stack and discuss why neither of us think Excel or Google Sheets are going anywhere anytime soon.

Also, if you have any feedback, or if there’s something you’re desperate to see me include, just reply to this mail or ping me online – I’m very open to conversations.

If you like what I’m putting out, do give me a follow on LinkedIn, Twitter and Instagram.

(If you are trying to connect with me on LinkedIn, maybe read this post I wrote and make sure to start your request with “Lowdown” and, more importantly, tell me why you’d like to connect ????????)

Don’t forget to like, rate and subscribe to Nothing Ventured on Apple, Spotify or YouTube, it really helps more people see what we’re doing – you can find links to these (and more including my Office Hours) right here!

Now let’s get into it.

This edition of Nothing Ventured is brought to you by EmergeOne.

EmergeOne provides fractional CFO support to venture backed tech startups from Seed to Series B and beyond.

Join companies backed by Hoxton, Stride, Octopus, Founders Factory, Outlier, a16z and more, who trust us to help them get the most out of their capital, streamline financials, and manage investor relations so they can focus on scaling.

If you’re a CFO working with venture backed startups and want to join a team of incredible fractional talent, drop us your details here.

If you’re a growing startup that knows it needs that strategic financial knowhow, drop your details here to see how we can support you as you scale ????

The Lowdown

These two pieces are long but well worth the read. If you, like me, are excited about the potential for technology to truly change lives, then the first serves as a bastion call for just that. The second gives you a flavour or where we are and where we’re going as the world of AI continues to explode.

Are You a Techno Optimist?

This essay by Marc Andreessen is quite the read. He’s the founding partner of the mammoth Andreessen Horowitz which has something like $35bn assets under management and whom have backed companies like AirBnB, Facebook, coinbase, Github, Oculus and countless more.

Throughout it, Marc takes us through his vision of an abundant future, fuelled by technology and how it can harness and augment human ingenuity and ability as it has done throughout the ages.

Critics say that it comes off as overtly libertarian and unrealistic, but as someone who believes (and has seen first hand) the power and empowerment that technology can bring to people, I broadly agree with his thesis – even if I disagree with some of the specifics. (I’m not sure the planet should get to 50bn even if it can, and I’m not sure all the UN Sustainable Development Goals are evil!)

This phrase in particular is what stood out to me… I don’t buy into the fact that this is ‘trickle down economics’ in disguise, even though this is what some have purported it to be.

Instead, I think that this is a manifesto of hope in the ability of mankind to solve problems and bring abundance to the world.

Yes, Marc may be talking his own book here, but it’s also a message to view the future optimistically and strive to make it better rather than view the present pessimistically and assume any attempt to make it better will only serve the few.

Would You Look at the State of This – AI That Is

Nathan Benaich and the team at Air Street Capital are known as the ‘go to’ guys in AI. As one might imagine, their 2023 report is bursting at the seams with developments over the last 12 months.

In this director’s cut from Nathan, he surfaces some of the key messages, such as the fact that open source is fading away, training data is drying up and where AI is being used in industries like defence.

One of the interesting points he raises is that without the boom in generative AI (GenAI), funding into AI as a vertical would have plummeted by 40% according to their research. This is pretty incredible given how much we take for granted how prominent AI has become (because of GenAI).

He also notes that some of the largest rounds have been led by corporates rather than VCs showing how much of an edge businesses believe AI will bring to their product set.

The reason (other than the fact that it is the one report on AI that should be read) I decided to include it in today’s Lowdown was because I think when read in conjunction with Marc Andreessen’s Techno Optimist manifesto, you get not only the big vision from the latter, but can start seeing how (at least in part) that vision can be brought to fruition using technology such as AI.

If you don’t get a chance to read the whole report, do check out Nathan’s thread and have a look at their top 10 predictions for the next 12 months as well.

????The @stateofaireport 2023 is now here.

Our 6th installment is one of the most exciting years I can remember. The #stateofai report covers everything you *need* to know, covering research, industry, safety and politics.

There’s lots in there, so here’s my director’s cut ????

— Nathan Benaich (@nathanbenaich)
Oct 12, 2023

And finally, back to memes from our favourit memester…

It’s a good thing that we don’t need food, energy or shelter to live

— Dr. Parik Patel, BA, CFA, ACCA Esq. (@ParikPatelCFA)
Oct 12, 2023

????And that’s a wrap for this edition of The Lowdown – I’d appreciate your feedback so just reply to this email if you’ve got something you’d like to say.

???? And if you think someone else might love this, please forward it on to them,

???? Finally, if you’re a fan of the Nothing Ventured podcast, please don’t forget to like, rate and subscribe wherever you get your pods – it really helps us spread the word.

That’s it from me so until next time…

Stay liquid 🙂

Aarish

Off Balance #15

???????? Hi friends!

October is a heavy month on the emotions (and the wallet) for me ???? As I mentioned last week, we celebrated my wife’s birthday in Italy and this weekend we celebrated mine. In a week or so we’ll be celebrating our anniversary too.

Milestones like this are a great way to reminisce and, as you’ll soon see, I certainly took the opportunity to do just that.

Every day’s one to be happy about 🙂

In this weeks Off Balance, I’ll be chatting about:

⌛️ Office hours with Aarish and 45 lessons learned over 45 years
???? The importance of the modern day CFO in tech
☯️ Getting away from black and white thinking

Check out this weeks Primer where I get to know Julio Martinez and his journey into building Abacum the FP&A platform for mid cap businesses ????

Also if you have any feedback or if there’s something you’re desperate to see me include, just reply to this mail or ping me online – I’m very open to conversations.

Give me a follow on LinkedIn, Twitter (do I really have to start calling it ‘X’ soon?), Instagram and drop me a note 🙂

(If you are trying to connect with me on LinkedIn, maybe read this post I wrote and make sure to start your request with “Off Balance” and, more importantly, tell me why you’d like to connect ????????)

Don’t forget to like, rate and subscribe to Nothing Ventured on Apple, Spotify or YouTube, it really helps more people see what we’re doing!

Now let’s get into it.

This edition of Nothing Ventured is brought to you by EmergeOne.

EmergeOne provides fractional CFO support to venture backed tech startups from Seed to Series B and beyond.

Join companies backed by Hoxton, Stride, Octopus, Founders Factory, Outlier, a16z and more, who trust us to help them get the most out of their capital, streamline financials, and manage investor relations so they can focus on scaling.

If you’re a CFO working with venture backed startups and want to join a team of incredible fractional talent, drop us your details here.

If you’re a growing startup that knows it needs that strategic financial knowhow, drop your details here to see how we can support you as you scale ????

How can did I add value?

Maybe it’s the fact that I just turned 45.

Or maybe I just started formalising the things I have always done.

But over the last few weeks, I’ve been approached by a bunch of people asking for my advice on everything from personal growth, through to raising investment, to advice on taking the next steps in their career so they can move from finance ops into more strategic CFO roles.

And so, in order to really try and open my door to as many people who might want to get my help as possible, I’ve opened up Office Hours so folk can book a time directly in and chat about whatever is on their mind (for free!). If you’re someone that wants to explore an idea, get some help on your startup or your career, just Pick My Brain via this link ???? 

In the meantime, as I crossed the threshold into my 46th year on the planet, I reflected on some of the lessons I’ve learned over the years.

Here they are for posterity:

1. Play long term games with long term people.

2. Balance is where you find it, don’t let others dictate your path to fulfilment.

3. Define your own success.

4. If you’re not learning, you’re not growing.

5. Your issues as an adult reflect your pain as a child.

6. Forgive yourself first.

7. Back yourself, always.

8. Don’t wait for permission.

9. Know when to bend the rules, think before you break them.

10. Don’t remove obstacles from your children’s path, it teaches them life isn’t tough.

11. You can only fail if you don’t get back up.

12. Love yourself first, if you wish to love others.

13. You can’t force serendipity, but you can create an environment for serendipity to flourish.

14. Listen. Then talk.

15. Read widely, learn deeply.

16. Purpose doesn’t pay the bills, do what you are good at and you’ll find purpose emerges.

17. An eye for an eye and the whole world turns blind.

18. Cherish this moment, right now.

19. Your future is unwritten, it is up to you to write it.

20. Marriage takes work, every day, having someone to share your life is a blessing.

21. If you learn how your parents grew up, you’ll understand how you were raised.

22. Sorrow comes from attachment, detach yourself from attachment, find joy.

23. If you cannot manage your health, you cannot manage anything else.

24. Move daily. Lift heavy things. Stretch and strengthen.

25. Cold showers won’t manifest your success, but they will set up your day the right way.

26. Learn to breathe. To still yourself.

27. Create periods of boredom, creativity happens when the mind is not busy.

28. Your legacy is not what you’ve done, it’s what endures in people’s memories.

29. Learn to say no, it will free you in ways you cannot imagine.

30. Surround yourself with people smarter than you.

31. Formal learning is not for everyone, some people need to find their own path.

32. If you have an addictive personality, channel those addictions into positive habits.

33. Learn to sell, whatever else you learn.

34. Understand how businesses work, how money circulates, what leverage can do.

35. Celebrate when your children succeed, support them when they don’t.

36. Money is never the object, time is the object. Money is the means by which you get it.

37. Find leverage in your life. Make it a force multiplier to achieve amazing things.

38. Compounding is not just something that grows your money.

39. If you haven’t found yourself, start with where you are right now.

40. Get a therapist. Thank me later.

41. Don’t let your ego get in the way.

42. Give to others freely, with no expectations.

43. Family always comes first.

44. Write often. When you write you learn.

45. I likely have ~1,825 weeks left on this planet, I want to leave not having regretted one moment.

Off Balance

I recently held the first of what I hope to be a regular co-working day for the CFOs that work with me at EmergeOne.

I believe strongly that hybrid and remote work are here to stay – especially for those involved in the clumsily named ‘knowledge economy.’ But I also know nothing beats a bit of face time to get the creative juices flowing.

And as I was sat there chatting with these CFOs who only over the last month have taken our clients through large rounds or are getting the prepped for the next one, it struck me that the importance of the CFO in tech ventures has really become much better understood over the last couple of years.

So here’s my take on why.

The (Ever) Increasing Importance of the CFO in Tech

We all know that the tech ecosystem is growing at an incredible pace. Moore’s Law first saw the cost and speed of computing drop exponentially, and now with the platform shift we’re seeing as a result of AI tools, it’s an exciting time.

But even as technology shifts, finance has too. Over the last couple of years especially we’ve seen a reversion to ‘sensible’ valuations and a focus on efficiency tied to strong growth in the venture ecosystem.

This means that runways are having to be extended, costs need to be managed and equity rounds are based on proven traction rather than vibes.

Enter the CFO.

In the past, the office of the CFO has been little understood. With many early stage founders hiring in at best a controller and at worst some accountant that has never operated and called them a CFO.

This over inflation of titles is dangerous as I have seen on numerous occasions.

When you do not have the experience of navigating the complexities of a fast growth business, you are likely to make (a lot of) mistakes – normally at the cost of traction, cash flow or, at potentially even survival.

Instead, a truly great CFO (or even just a half way decent one), can help navigate this evolving landscape. Bringing a mix of business acumen and street smarts that come from years of operating to the table, they are often well placed to support founders as they battle with the changing complexities that startups face.

We are seeing this all the time with our team of CFOs being called in by VCs looking to validate business models, understand true revenue / revenue growth, get under the skin of the metrics, extend runway or plan towards the next fundraise.

This is an incredible validation of the trust they, and their portfolio companies put in our expertise, and an intense priviledge that we take very seriously.

So let’s dive into the role of the CFO and how, as an advisor to Google’s DeepMind once told me, they become an indispensable part of the strategic growth of startups as they embark on scaling.

The Evolving Role of the CFO

Traditionally, CFOs were seen as gatekeepers, beancounters and the folk behind the scenes that managed a company’s finances. But they were never known to drive growth.

We were the people that took care of compliance, taxes and making sure that the periodic functions a finance team had were taken care of on time, every time.

I would argue that this representation of the CFO has always been flawed, however it is a matter of perception. The better way to look at finance today is to split it into two, interlinked, activities.

Finance Operations and Strategic Finance.

Finance Operations comprises all the activities I’ve noted above, whilst Strategic Finance deals with the true value of the CFO.

So what are they?

Well, today, certainly in fast growth companies, the CFO tends to wear multiple hats. They still remain an integral part of Finance Operations, ensuring that those teams deliver requirements both internally and externally, but they are not the ones doing these activities.

Instead, they are involved in a host of strategic initiatives (hence Strategic Finance):

Capital management

Understanding the capital stack

Using leverage where necessary to seek out non-dilutive growth capital as well as more typical equity investment

Driving the data operations of the organisation to ensure that it is being driven by leading rather than lagging metrics

Helping the senior leadership of the business to map out the strategic and financial plan that marries the strategic goals of the organisation with the operational delivery of the same.

The way I always describe this difference is as follows:

Finance Operations is involved with those activities that look inside the business and look backwards; processes, controls, tax, stats, management reporting and financial accounting – all the things that keep the wheels turning.

It’s what one might call BAU: business as usual.

Strategic Finance is involved with those activities that look outside the business and look forwards; revenue activities, competitive landscape, fundraising, metrics and ultimately growth.

Strategic Planning and Vision

Firstly, CFOs are front and centre when it comes to defining a company’s growth trajectory (though these days that growth may not always follow the ubiquitous hockey stick).

This means truly understanding how all the functions of a business marry together:

How marketing drives leads

How sales converts leads

How contracts are written to ensure revenue is recognised correctly

How customer success teams minimise churn

How operations support the revenue generative activities

How the above activities are funded and how capital is managed throughout the organisation

As the business becomes more repeatable and predictable (i.e. scalable), CFOs start getting involved in pushing growth through inorganic means. For example, driving Corporate Development, searching out M&A activities (buying companies) and leveraging the company’s inherent strengths in one market to expand into others.

Ultimately, CFO’s are responsible for ensuring that every investment a company makes – whether in a product, a hire, a business or a market – is aligned with its long term vision.

And this comes down to one of the least understood but most crucial activities of the CFO: Risk Management.

Many people equate this to that old vision of the beancounter CFO… someone who always says ‘no’ whenever something is brought to the table.

Instead, I always tell founders that my job as CFO is to get to ‘yes’ whilst ensuring that we manage all the potential risks associated with doing any given project.

It’s about looking forward to what might happens driven by experience, research and scenario planning and utilising all those factors to provide a path forward, rather than putting obstacles in the path.

Today’s CFO understands that there are two ways of driving efficiency into a business’ P&L – cutting costs or, more importantly, driving revenue.

Great CFOs opt for the latter whilst managing the former.

Which leads us to a broader remit of the CFO – Driving Operational Efficiency.

Driving Operational Efficiency

This can be paraphrased as doing more with less, but doesn’t always mean cutting costs. It may instead mean investing wisely so that over the long term you can achieve more with the same level of resource.

It is hard, as a CFO operating in a tech company, not to see the value of technology in this area.

Tools like Xero, Pleo, open banking, Spendesk, Payfit and others have brought the cost and efficiency of the transactional layer of finance (mainly involved in operational finance) right down. Not only in terms of dollar investment but also in terms of the operational complexity required to manage them. They do a lot of the heavy lifting so you can get away with less qualified staff (to a point) to manage these systems.

But it’s not just tools that can be brought to bear. Rather, it is understanding processes and using data to optimise those processes further.

For example, if you know demand follows a cadence, you can plan customer service shifts in a way that you are able to match resource to demand.

But the trick is having the data in place to understand those patters in the first place.

Over time, optimisation leads to cost efficiency which ultimately drives bottom line.

But it is not just in costs that the CFO should turn to data.

Understanding customer profiles for revenue is immensely important.

I once worked with a business and advised them to deprecate a number of contracts when I figured out the cost of servicing them outweighed the revenue generated from them.

CFOs are always looking for that edge – how to increase lifetime value, how to improve margins, how to bring efficiency and lower costs.

There is always a lever to pull.

CFOing is essentially about resource allocation.

It’s about how and where to invest capital – both financial and human – to maximise returns to the business.

That is why finance should be heavily involved in the hiring process. Old school beancounter type CFOs (or just controllers) may look at hiring as purely a cost excercise, but a forward looking CFO will understand that hiring is an investment in future revenue.

Yes they will push back on unfettered hiring (or should do, though sadly over the years of capital on demand this discipline was lost on newbie founders and finance folk), but that does not mean they are adverse to hiring in general.

One of the shorthand metrics I use to measure this is revenue per headcount or people costs as a percentage of revenue.

You want to see the former scaling and the latter reducing over time – this shows your business is scaling without adding marginal cost, which for a software business, should be the reality.

Managing – and Raising – Capital

This is the area where a truly great CFO comes into their own.

Fundamentally this means getting to understand a company’s burn rate and runway intimately (the net amount of cash being expended periodically by the company and the length of time available before the company runs out of cash).

The difference between a tech or venture CFO versus a CFO in a more established company is that we (tech / venture CFOs) do not have the luxury of calling up head office when it looks like there is going to be a shortfall in cash.

I remember once interviewing someone (the wrong someone) for a role in one of the ventures I was working in. I asked them how large a balance sheet they managed in a spin out of a larger company – it was in the order of $100m+ – and asked them what would they do if they were running up to month end and making payroll was looking dicey. After looking at me blankly for a minute, they said they’d request a transfer to make sure it was covered.

Sadly, tech and venture CFOs don’t have a batphone. This means intimately understanding these timeframes and proactively finding solutions in advance to deal with them. This may include pushing sales to close contracts, even at a discount, looking for working capital funding, delaying payments to creditors or, if caught well in advance, going out to the market to source some bridge financing.

And this leads to the other area that, in my opinion at least, distinguishes a ‘true’ CFO from a tourist.

The ability to source capital from a variety of sources, including VCs or debt providers, to ensure that the company is appropriately funded to the right levels, and importantly at the right price.

This means taking in debt at terms that are affordable to the business (though typically in scaleups this will be via venture debt which is a different risk profile to more traditional debt products) and equity at valuations. Both are an indication of where the business currently is with hopefully a premium, but not so high a premium that the company risks a painful downround in the future through over valuation.

Championing Innovation and Technology

CFOs operating in the tech and venture ecosystem know how important it is to continuously invest in research and development (R&D).

This is not only because R&D can be leveraged for growth or factor into investment decisions by making the business more attractive to future investors (R&D is often an asset that can have an attributable value above and beyond the core financial performance of the business) but, also because R&D is often treated favourably from a tax perspective.

There are a number of jurisdictions where R&D can be claimed back to reduce tax payable or even have a percentage granted back as a cash refund to the business. For the smart(er) CFO, they also know that this can be used as security against which they can secure a loan which can assist with working capital.

But they are also investing in tech themselves as previously discussed. Beyond the transactional, this is often in areas that allow them to forecast and scenario plan better.

This not only requires an understanding of data and ETL (extract, transform, load) processes to prepare and clean data, but also how to interogate that data. Which means knowing in advance the sort of patterns you should be looking for:

‘What happens when prices go up?’ ‘Which cohorts tend to stick to the product longer?’ ‘What types of customers buy from us, and where can we find more of them?’

Using a series of tools to process and query this – often non-financial – data pulls the CFO outside the realm of being the numbers guy (or gal) to being the data chap (or chapess).

It again moves them from looking inwards and backwards to looking outwards and forwards.

Building Investor and Stakeholder Confidence

This leads us to one of the most crucial aspects of being a tech CFO.

The CFO as a story teller.

Now, let’s not get confused with telling stories that can – and have – landed folk in jail.

I’m rather talking about turning numbers into narrative and data into information.

CFOs use this skill to report internally (to management and the board) and externally (to current and potential investors).

This is a critical function that should not be underestimated. The nature of the work that CFOs do is highly skilled and carries with it a great deal of trust.

CFOs need to develop this skill in abundance as not only will they be doing this on a routine basis (monthly, quarterly or annual updates), but also on an ad hoc basis.

When they prepare numbers or a report, or hold a call with stakeholders, it is taken as a given that when they speak, they are speaking from a position of knowledge and authority.

This is why it is incredibly dangerous to have a ‘CFO in name only’ running your finance. (Whilst I would agree that most founders should be all over their numbers and also be able to communicate them, at a certain size of business, this is not a job they should be doing unless it’s part of their DNA).

But it is not enough for CFOs to be talking to investors just when they need to raise capital. They should be out in the market understanding the players and priming future investors to participate in future financings as the business continues to scale.

Ultimately, your CFO is more than just your finance guy, they span roles across the organisation and are an integral part of the strategic leadership team.

Ask yourself this – are you willing to risk not having one batting your corner, especially in this market?

And there you have it, my take on why it’s imperative to have a CFO by your side if you’re a scaling venture backed business – though I can see why some might say I’m biased ???? 

So let’s hear your thoughts on bringing a CFO along for the journey. Where have you found one to be invaluable or, indeed, not right for where you’re at right now?

(also, if your CFO looks like this guy… you’re going to jail ???? ).

Gif by theoffice on Giphy

On the death of nuance

As someone that spends a lot – probably too much – of his time online, I’ve noticed more than ever how much people struggle to think through issues that have more shades than simple black and white.

So much of modern life is wrapped in all sorts of nuance, but the perpetuation of platforms like Facebook, Twitter and even LinkedIn these days has meant that people not only get wrapped up in the immediate emotional response to (often purposefully) clickbaity headlines or comments, but they then lack the ability to think critically about the response and counter response.

The reality is that life is rarely, if ever, black and white. We are constantly faced with decisions that require a balanced understanding of a variety of sides.

CFOs, like me, spend much of their time working in these probability spaces looking across multiple scenarios to present a path forward based on the balance of those probabilities.

It feels like the world would be a much more sensible place if people spent more time trying to understand the multiple sides to a debate rather than anchoring themselves on one side and prognosticating on that matter alone.

For example, we can all agree that over the last few years we saw a lot of hubris in the venture capital market. That doesn’t mean that venture capital is bad or that it doesn’t have a place in the market. If anything it forces us to look at the negative externalities that may arise when capital is unfettered (as it was over the last several years). It also encourages us to think through the situations when venture capital adds immense value – for example in the creation of drug vaccines or new deeptech products that transform the way we live or work.

There are numerous other areas where this nuance should have been applied but where we collectively fell short, all too willing to take words on the side of the metaphorical bus for a given rather than thinking through both the motivations behind having written them or the veracity of the words themselves.

I long for a world where we can have discussions that bring our understanding of each other and the issues we are passionate about to a higher level. Where debate doesn’t lead to further distancing, but to greater proximity to each other and, though I may be both naive and idealistic here, finding common ground rather than further entrenchment.

/end rant

I hope you found OffBalance #15 useful. As always, I’d love to get your feedback and understand the sort of topics you would love to hear about.

Just hit reply to this mail or drop me a line at [email protected] and let me know ????

????And that’s a wrap for this edition of Off Balance – I’d appreciate your feedback so just reply to this email if you’ve got something you’d like to say.

???? And if you think someone else might love this, please forward it on to them,

???? Finally, if you’re a fan of the Nothing Ventured podcast, please don’t forget to like, rate and subscribe wherever you get your pods – it really helps us spread the word.

That’s it from me so until next time…

Stay liquid 🙂

Aarish

The Lowdown #6

???????? Hi friends!

In some personal, non venture related news, I turn 45 tomorrow ???? 

I’d like to take a moment to thank all the people along the way who have made me who I am, who have supported me, who have lifted me up when I needed lifting and who believed in me when I didn’t even believe in myself.

I’ll be dropping a post tomorrow on LinkedIn exploring some of the life lessons I’ve learned along the way. Be sure to check it out ???? 

So what’s the lowdown this week? Well, we’ll be diving into:

???? PE firms pass the buck… to themselves?
???? Loom exits to Atlassian
????‍♀️ California mandates VCs report on diversity

And Season 5 of Nothing Ventured is now LIVE with a new look and some awesome new guests! Check out the first episode with Mark Kleyner from Dream VC who are building the Investor Accelerator for Africa ????

Also, if you have any feedback, or if there’s something you’re desperate to see me include, just reply to this mail or ping me online – I’m very open to conversations.

Give me a follow on LinkedIn, Twitter (do I really have to start calling it ‘X’ soon?), Instagram.

(If you are trying to connect with me on LinkedIn, maybe read this post I wrote and make sure to start your request with “Lowdown” and, more importantly, tell me why you’d like to connect ????????)

Don’t forget to like, rate and subscribe to Nothing Ventured on Apple, Spotify or YouTube, it really helps more people see what we’re doing!

Now let’s get into it.

This edition of Nothing Ventured is brought to you by EmergeOne.

EmergeOne provides fractional CFO support to venture backed tech startups from Seed to Series B and beyond.

Join companies backed by Hoxton, Stride, Octopus, Founders Factory, Outlier, a16z and more, who trust us to help them get the most out of their capital, streamline financials, and manage investor relations so they can focus on scaling.

If you’re a CFO working with venture backed startups and want to join a team of incredible fractional talent, drop us your details here.

If you’re a growing startup that knows it needs that strategic financial knowhow, drop your details here to see how we can support you as you scale ????

The Lowdown

Much of the news I’ve been consuming over the last week has naturally been focussed on the evolving crisis and events in Israel and Gaza, but there is some stuff of note that has been happening in the venture ecosystem that is still worth touching on.

The Private Equity Ponzi

The FT article below is quite an eye opener for those that pay attention to how the private markets operate and the issues that arise when there aren’t great routes to exit.

As the article states, PE funds are resorting to sell their assets back to themselves (under new funds with potentially new LPs) in order to provide liquidity back to their previous funds and investors.

Whilst the IPO market might be depressed, there’s just something about this that feels… off.

I mean, what does it mean when the ‘greater fool’ is your own fund? How do you justify an arms length attitude to valuation mark ups?

The funds doing this cite keeping the strong cash flows from these businesses in the portfolio, but this sounds like the sort of argument you make when you’re trying to convince yourself rather than others.

We’ll see if, and when, markets picking up these assets can exit through more traditional routes, or, if these funds end up holding the bag and having to explain to themselves why this was an okay thing to have done.

Loom-icorn

Given the last bit of news, here’s one that goes in the other direction.

Loom, the video recording platform used by founders, product teams, students and pretty much anyone that wants to communicate and demonstrate without having to write a 100 page email, has been acquired by Atlassian for $975m.

Now, given the value, I toyed with headlining this ‘Soonincorn,’ but that would be snarky for the sake of snarkiness – the business has raised over $200m and was purportedly valued at $1.5bn in its last round in 2021.

I’d guess that those series C investors in the last round probably had preference shares, so probably came out whole. But whatever happened in that last round, one has to imagine that the founders, employees and earlier investors have come out of this with a big smile on their faces.

As someone that has used Loom on and off for some time, and generally only has good things to say about the product, it’s great to see the team seeing this through to a successful outcome.

It’s something to cheer about in an otherwise seemingly tough time for startups looking to exit.

Exciting news today. @loom is joining @Atlassian.

The company has entered a definitive agreement for Atlassian to acquire Loom for $975m.

25 million users.
1.5 billion minutes recorded.
1.8 million workplaces.
8 wonderful years in the making.

— Shahed Khan (@_shahedk)
Oct 12, 2023

Reducing Bias or Increasing BS?

Those that know me and who have listened to my podcast for any time will know that I am a massive advocate for increasing funding that flows to under represented groups, whether that’s female founders or people from minority backgrounds.

California has just signed into law a bill that mandates funds in California or funds that have invested in businesses principally based in California report on the demographic information of their investee companies.

I always have mixed feelings when governments get involved in these sorts of activities. Whilst I think that shining a light is positive, I also assume that these things just become exercises in bureacracy without any real impact.

And, because of the way reporting will occur (% of founders rather than % of dollars invested), it may not really represent the actual diversity of investments that a fund has made.

I guess we will see how VCs react and, over time, whether this will make a real difference in what kinds of founders their funds flow to.

For now, I’ll buy into the fact that it’s a step in the right direction.

And finally, I created a midwit meme which pretty much explains how I feel every time I open twitter, especially as I hit the big 45…

????And that’s a wrap for this edition of The Lowdown – I’d appreciate your feedback so just reply to this email if you’ve got something you’d like to say.

???? And if you think someone else might love this, please forward it on to them,

???? Finally, if you’re a fan of the Nothing Ventured podcast, please don’t forget to like, rate and subscribe wherever you get your pods – it really helps us spread the word.

That’s it from me so until next time…

Stay liquid 🙂

Aarish

Off Balance #14

???????? Hi friends!

It’s been a bit of a whirlwind weekend as I surprised my (much!) better half with a trip to Italy to celebrate her birthday with her family – for the first time since she moved back to the UK back in the early 2000s to boot.

We reminisced over all the moments and memories we’ve shared over the last 20 years. I’m pretty sure we made a few new ones to keep us going over the next twenty.

My better half, Debora, on her birthday ???? 

But, of course(!), I found the time to get a few words down and provide a bit more actionable insight and context to whatever you’re building and to your day ????

On a side note, I’m super excited to be leading the CFOs and Financial Modelling session for the EMEA cohort of Morgan Stanley’s Inclusive Venture Lab this week. It’s always such a pleasure to meet these incredible, diverse founders and learn more about what they’re building ????

In this weeks Off Balance, I’ll be chatting about:

???????? A brief word on the events in Israel
???? How to think differently about where to get your debt
???? Employee Equity Schemes – understanding the basics

Oh, and the new look Nothing Ventured Season 5 went live today!

Check out this Primer where I get to know Mark Kleyner and why he’s building Dream VC, the investor accelerator for Africa ????

Also if you have any feedback or if there’s something you’re desperate to see me include, just reply to this mail or ping me online – I’m very open to conversations.

Give me a follow on LinkedIn, Twitter (do I really have to start calling it ‘X’ soon?), Instagram and drop me a note 🙂

(If you are trying to connect with me on LinkedIn, maybe read this post I wrote and make sure to start your request with “Off Balance” and, more importantly, tell me why you’d like to connect ????????)

Don’t forget to like, rate and subscribe to Nothing Ventured on Apple, Spotify or YouTube, it really helps more people see what we’re doing!

Now let’s get into it.

This edition of Nothing Ventured is brought to you by EmergeOne.

EmergeOne provides fractional CFO support to venture backed tech startups from Seed to Series B and beyond.

Join companies backed by Hoxton, Stride, Octopus, Founders Factory, Outlier, a16z and more, who trust us to help them get the most out of their capital, streamline financials, and manage investor relations so they can focus on scaling.

If you’re a CFO working with venture backed startups and want to join a team of incredible fractional talent, drop us your details here.

If you’re a growing startup that knows it needs that strategic financial knowhow, drop your details here to see how we can support you as you scale ????

A brief word on events in Israel

Events that have unfolded over the weekend with mass devestation caused by attacks on Israelis by Hamas has been met with condemnation by leaders across the world.

I have no doubt that Israel’s response will be swift and will likely be brutal and, as the conflict escalates, will almost certainly cause more civilian casualties and losses on both sides.

I have no skin in this game and I don’t wish to opine on something where I neither hold expertise, nor where it does not immediately impact me or those around me.

However.

I do have family in the region and many Israeli and Jewish friends
I have interviewed several Israelis on my podcast, most of whom are ex IDF
I am concerned about the impact this has on innocents on both sides
I can’t assume that conflict will not spill over in impacting the rest of the world

I would love for there to be a swift and peaceful resolution to what has already been declared a war but I do not hold out much hope.

One thing I can say unequivocally is that there is no excuse for terrorism nor the premeditated and gleefull taking of innocent lives, that should be abhorrent to anyone whatever your thoughts on the politics of it all.

How can did I add value?

A couple of weeks ago, an angel I know asked if anyone could introduce one of their portfolio company founders to any debt providers.

I actually knew the company and the founder having done some work for them way back in 2019. (Side note – do you also intuitively bucket everything into pre and post pandemic eras?)

The business is already established and doing quite well and has a hardware and software element to it.

After speaking to the founder, it was clear that what they were after was a working capital facility that would help them fund inventory.

This would help them to grow further.

If you’re ever in this situation, there are a number of routes that you could consider taking:

???? Speak to your existing bank / financial institution

Pros: Should have a variety of products that you can access and there is an existing relationship which should mean a ‘quick’ decision.

Cons: Traditional insitutions are not known for having the hungriest of risk appetites so you may get to a yes but only after having jumped through a few hoops and having had to offer up a variety of different securities like personal / directors’ guarantees, a lien over the business or even a physical asset (like your home). Oh and a bunch of covenants that you have to maintain (things like interest cover, debt ratios, quick ratio and more) and report back on regularly (typically monthly).

???? Use a revenue based financing company

Pros: There’s typically a very quick turnaround once hooked into your systems. Repayment scales up and down with your revenue (i.e. if your revenue drops so does your repayment).

Cons: Restricted number of products, and although most do offer some form of inventory financing, others won’t. Fees and equivalent interest costs can be quite substantial and they may not be able to lend the sort of quantums you may need.

???? R&D Funding

Pros: Once you have a track record of submitting and being repaid for R&D undertaken in your business, you will probably qualify to secure a loan from specialist lenders specifically against the R&D due in your next claim.

Typically the lender will just add the interest to the principal loan amount and the whole lot would become repayable at the earlier of the R&D claim being paid out by HMRC or a long stop date normally set to a couple of months after you would expect to get paid out. This helps avoid the need for planning monthly payments, and if you are confident your claim will be paid by HMRC then the loan is pretty much covered.

Cons: You are likely to only be able to draw down a maximum of 80% of the total claim value, which may not be sufficient for your working capital needs. In the current environment, HMRC is pushing back hard on what qualifies for R&D, so whilst you may have claimed in the past, you are not guaranteed to qualify now. If the claim isn’t paid out, you’re still on the hook for the capital and interest.

????Venture Debt

Pros: Lighter touch diligence than traditional lenders and potential to pay interest only.

Cons: Venture debt is a specialist type of product which many institutions do not offer, so it can be hard to secure. Equally, it is often issued as part of a significant institutional equity round (so you need to raise from a VC). You may still have negative covenants (things that you are not allowed to do without specific approval) and you will likely also have to issue warrants (an instrument giving the lender the right to purchase shares in the future at an agreed price). This means more dilution – given that one of the main reasons to take out debt is so as to not dilute existing shareholders any further.

And there are no doubt other lenders and debt products out there that this founder could have looked at.

BUT

What I actually told them to think about was approaching an existing investor (especially an angel) to see if they would lend the required amount.

This is something that the founder had not considered, but realised that it made sense. They also had individual angels who had invested 7 figure amounts into the business and had the ability to write large cheques.

Overall there are several pros to going to an existing investor:

➡️ They have an existing relationship with you and the business.
➡️ They are able to make decisions quickly.
➡️ They are incentivised for your business to succeed.
➡️ They are also incentivised to not have further dilution.
➡️ They are less likely to insist on further security.
➡️ They are more likely to negotiate a good interest rate.
➡️ They are more likely to renegotiate in good faith in the event of trouble.

The biggest con would be a potential falling out with the investor should you become delinquent with the debt.

With that said, and having done and seen this done in a number of business, given the fact that your investors want your business to succeed, there is already huge alignment and a great opportunity to strengthen your relationship with them.

I’d love to hear if anyone has done this themselves and what your experience was. Drop me a message!

Generated by AI using Dream Studio

Off Balance

Most people involved in the startup and venture ecosystem will almost certainly have come across the notion of employee equity schemes and options at one time or the other.

In recent months there have been lots of articles about employee options being ‘underwater’ as valuations have cratered and I’ve no doubt that people have legitimate questions and concerns about how options work – whether you’re a first time founder or have just landed your first role in a startup.

In this Off Balance article, I’m going to try and give you a quick and dirty run down so that the next time you run into the issue of employee options you feel like you’ve got a base understanding you can build further on.

As always, you should always seek advice from your lawyer, whether you’re a founder or an employee, as every scheme will have variations and complexities that will be very specific to the particular company issuing the options.

With that said, let’s get into it ????????

Employee Equity Schemes

Why do companies have Employee Equity Schemes?
Equity Schemes are a way of incentivising employees and will often form part of their total package alongside salary, bonuses and other benefits they may receive such as gym memberships, health insurance or a company car.

They allow employees to participate in the future upside the company might have in a way that allows both the company and the employee to protect themselves from potentially negative outcomes.

For startups who often lack the cash to be able to pay full market salaries, allowing their employees to participate in the equity of the business helps to make up for the potential shortfall in salary and, because the employees can become future shareholders (owners) of the business one could argue that their incentives align more closely with both the founders as well as other investors and shareholders in the business.

One of the main ‘instruments’ that companies use for employee schemes are called Options.

So what’s an Option anyway?
When we talk about an Option in a business or finance context, we are talking about a contract between two parties giving them the option to buy or sell something at a future date and at a pre-agreed price.

In the context of startups especially, we are usually talking about the Option to purchase shares in the business at a future date at a pre-agreed price which is normally at a discount to the last traded share price (normally defined as the ‘price per share’ offered during the last funding round).

We’ll get into some of the details shortly, but for now just think of an option as:

A contract to purchase a defined number of shares in the future either defined by a date or on completing certain milestones, for a pre-defined price.

Why use Options over straight equity?
There are a few reasons why issuing straight equity may not make sense either to the company or the employee”:

Firstly, if equity were to be simply given to an employee in lieu of salary, there would be an immediate tax consequence – especially to the employee. The tax man would essentially argue that the equity is equivalent to the cash value it is being provided in lieu of and will charge personal income tax on that value.

Secondly, from the company’s point of view, if it has issued equity to an individual, it is pretty unlikely that that equity can be clawed back in the event that the employee ends up not adding value – or worse, is actively toxic.

Thirdly, most widely used Option schemes have had legislation drawn up around them which means that there are other tax benefits to using them. In the UK, for example, under the EMI scheme, if you have agreed a valuation with HMRC, even if the valuation has increased by the time an employee exercises their options (see below), they won’t get hit with any kind of tax bill. Instead, the tax impact only comes when there is an exit event. And, at that point, again on the assumption that the correct process has been followed with HMRC, you’ll be taxed on a capital gain rather than as personal income tax*.

Finally, from an employees perspective, there may be a reason they don’t want equity in the business after they have been issued the options (rare, but it can happen i.e. if the company behaves unethically). If they had been issued straight equity, they would be stuck on the cap table, unless they were able to find a buyer for their shares (which in early stage companies can be very difficult).

*In the UK, and indeed the US, there are various actions that must be taken to make sure that the option scheme is approved by the tax man and that the tax impact is minimised on the employee. These range from getting the valuation agreed in the first place, to only being able to issue the options within a specific window after the valuation agreed, to reporting back to the tax man on a regular basis.

Always take external legal advice and set up your scheme in the most sensible way for your company and employees.

Glossary of Terms

As with most contracts, the devil is in the detail. Thankfully there tends to be some pretty standard terminology used when setting up a scheme and in Option contracts specifically, here are the main ones:

Option Pool: A number of shares (often expressed as a percentage of the total shareholding) that are agreed to be set aside for issuing to employees, contractors, advisors or other external supporters of the business.

Scheme Rules: The overall rules that govern the option scheme irrespective of individual terms in individual options.

Option / Option contract: The commercial contract that specifies the terms by which the option holder must abide.

Vesting: The process by which options become available for purchase.

Vesting Schedule: The contractual timeline over which options vest.

Cliff: An initial period that must be completed before any options vest at all (thereby allowing for the eventuality that an employee leaves the business after a short period of employment).

Periodic Vesting: The process by which options may vest over a certain period (monthly, quarterly, annual etc).

Milestone Vesting: The process by which options only vest on completion of certain targets. Often used with sales teams and tied to revenue targets, however could even be used to incentivise a CFO to source and close additional investment etc.

Exercise: The act of purchasing options that have been issued to you.

Strike Price: The price at which the option can be exercised.

Exit only options: Options that can only be exercised at the time that a company goes through some form of a liquidity event (sale, IPO or orderly windup).

Good / Bad Leaver Clauses: In some instances, employees may be allowed to exercise options even though they have left the business – often before their options have fully vested, and normally at the discretion of the board of director. The terms of their rights to exercise will be defined under a good / bad leaver clause. As you would expect, a Bad Leaver would unlikely be allowed to exercise their options.

Approved / Unapproved Schemes: In the UK, an Approved scheme is one that can be issued to employees after having been agreed with HMRC and provides the tax efficiency I’ve mentioned earlier. An Unapproved scheme simply means that there won’t be any tax efficiency and these schemes are typically used to issue options to people who are not employees of the company.

Fully Diluted Equity: Whilst this isn’t a term that is used ****in**** options contracts, it is a fundamental concept to understand when talking about equity. Fully diluted equity is the ownership of existing shareholders, expressed as a percentage as if all options (and any other instrument such as share warrants) have been exercised. It essentially tells shareholders what their minimum ownership sits as as of right now.

Being ‘Underwater: An option is underwater when the exercise price exceeds the current price per share of the company (i.e. the company is valued lower than the option would suggest). This is obviously a critical issue for employees who have a large part of their compensation made up by the option scheme they participate in.

A word of caution

When talking to employees about options, never discuss it in terms of a percentage of equity (as this moves every time new shares are issued). Rather talk about it in terms of value, or preferably an absolute number of shares over which the options are being issued.

Wherever possible you should refrain from putting these things in writing until you are ready to issue the options. This is to protect the company as far as possible in the event that someone mis-speaks.

Types of Employee Equity in the UK and USA:

Right, we’ve got the basics covered, so et’s take a quick look different types of Employee Equity schemes in the UK and across the pond in the US.

UK:

Enterprise Management Incentives (EMI): These are a tax-advantaged share option scheme specifically designed for smaller companies and hence widely used by startups. There are certain conditions, for example a £250,000 limit on the value of shares over which options may be granted to any one employee. But it is quite flexible and relatively easy to set up and implement.

Company Share Option Plan (CSOP): This allows companies to grant options to selected employees who can then acquire shares at a fixed price. CSOPs offer tax advantages if certain conditions are met.

Share Incentive Plans (SIPs): Use in more established companies, employees can buy shares out of their pre-tax salary, often at a discounted rate.

Unapproved Share Options: As discussed earlier, these don’t have the tax advantages of the schemes above but are more flexible. They’re also relatively easy to set up and issue.

USA:

Incentive Stock Options (ISOs): These are exclusive to employees and come with tax benefits, but they must meet specific IRS requirements.

Non-Qualified Stock Options (NSOs or NQSOs): Unlike ISOs, these don’t have the same tax benefits but are more flexible and can be granted to anyone – similar to unapproved share options in the UK.

Restricted Stock Units (RSUs): Used in established (and often listed companies), employees receive shares once they vest, without needing to buy them. They’re taxed as income when vested.

Stock Appreciation Rights (SARs): Employees benefit from the increase in share price without having to purchase shares. They receive the appreciation amount in cash or shares.

How the Schemes Work:

EMI & CSOP (UK): Companies grant options to selected employees at a fixed price. When the options vest, employees can exercise them, purchasing shares at the previously set price. If the company’s share price has risen, employees stand to make a gain.

ISOs & NSOs (USA): Similar to the UK schemes, companies grant options at a set price. The main difference lies in the tax treatment upon exercising the options and selling the shares.

Impact on Valuations, Shareholders, and Accounts:

Valuations: Employee equity schemes can dilute the ownership percentage of existing shareholders. However, they can also align employee interests with company growth, potentially driving up the company’s value.

Shareholders: Dilution can be a concern, especially if a significant number of options are granted. However, motivated employees can lead to increased company performance, benefiting shareholders in the long run.

Accounts: Companies need to account for share-based compensation. In the US, for instance, the Financial Accounting Standards Board requires companies to estimate and report the fair value of stock options they grant. And given the reality of most early stage businesses where fair value can be very hard to define, this leads to using pricing models like Black Scholes to arrive at a price. This may lead to a charge to the income statement as equity is credited.

To really bring it home, check out this worked example based on a (simplified) UK Unapproved vs Approved EMI Scheme.

Who fancies paying an additional $29,500 in tax?

Hopefully this has given you a good primer in the basics of what you need to know about Employee Equity Schemes, whether you’re the founder responsible for issuing them, or the employee being granted them. And, of course, this is non exhaustive, not only are there other types of equity products out there (like Growth Shares) but legislation will also move over time.

Make sure you know what you’re getting and what it’s going to cost you!

Gif by dynastydrunks on Giphy

I hope you found this useful, as always, I’d love to get your feedback and understand the sort of topics you would love to hear about.

Just hit reply to this mail or drop me a line at [email protected] and let me know ????

????And that’s a wrap for this edition of Off Balance – I’d appreciate your feedback so just reply to this email if you’ve got something you’d like to say.

???? And if you think someone else might love this, please forward it on to them,

???? Finally, if you’re a fan of the Nothing Ventured podcast, please don’t forget to like, rate and subscribe wherever you get your pods – it really helps us spread the word.

That’s it from me so until next time…

Stay liquid 🙂

Aarish

The Lowdown #5

???????? Hi friends!

I’m off to Italy (again!) for a long weekend as a surprise trip for my wife. We’ll be celebrating her birthday with her family out there for the first time in over 20 years ????

So this newsletter may be a little bit lighter than my normal verbal extravaganza!

For this week’s Lowdown, I thought I would highlight some of the reasons to be positive about the state of venture today.

There’s been a couple of huge announcements here in Europe and one that’s not quite as big in Kenya, but it’s important nonetheless!

???? Atomico raises 1bn Euro
???? Dawn bags $700m
???? Greylock lands $1bn
▶️ Enza Capital closes $58m

Keep reading to get the full lowdown on each of these…

And remember to check out this week’s Nothing Ventured pod where we take a look back at some of the operators we’ve had on in Season 4, sharing all their wisdom.

Also, if you have any feedback, or if there’s something you’re desperate to see me include, just reply to this mail or ping me online – I’m very open to conversations.

Give me a follow on LinkedIn, Twitter (do I really have to start calling it ‘X’ soon?), Instagram.

(If you are trying to connect with me on LinkedIn, maybe read this post I wrote and make sure to start your request with “Lowdown” and, more importantly, tell me why you’d like to connect ????????)

Don’t forget to like, rate and subscribe to Nothing Ventured on Apple, Spotify or YouTube, it really helps more people see what we’re doing!

Now let’s get into it.

This edition of Nothing Ventured is brought to you by EmergeOne.

EmergeOne provides fractional CFO support to venture backed tech startups from Seed to Series B and beyond.

Join companies backed by Hoxton, Stride, Octopus, Founders Factory, Outlier, a16z and more, who trust us to help them get the most out of their capital, streamline financials, and manage investor relations so they can focus on scaling.

If you’re a CFO working with venture backed startups and want to join a team of incredible fractional talent, drop us your details here.

If you’re a growing startup that knows it needs that strategic financial knowhow, drop your details here to see how we can support you as you scale ????

The Lowdown

You would be forgiven either whilst reading this newsletter or, indeed venture news in general, for thinking that the venture ecosystem was in a pretty sorry state.

Indeed articles like this one from Pitchbook paint a picture of an industry struggling to get out of declining returns with IRR dropping into massively negative territory in 2022 as hyped up valuations started getting marked down.

But the reality is that despite those declining returns, there is still a huge amount of dry powder out there waiting to get deployed.

LPs are still looking to deploy into funds that they think can still generate those outsized returns of yore.

So let’s take a peek at some of the firms that have just announced new mega funds as well as one slightly smaller, but still important, fund in the context of the region it’s in.

Atomico Raises 1bn Euro

First cab off the rank is Atomico which has raised 1bn Euros, with a bullish stance on where Europe is heading.

Despite the continent seeing a likely 39% decline in funding in 2023, this new fund which will be deployed across venture and growth is testament to the fact that founding partner, Niklas Zennström, believes that Europe has the chance of becoming a true tech superpower. It’s evident that there’s huge value to be unlocked by the continent!

Some might argue that regulation is a limiting factor, but I think in some ways, the tougher regulatory environment in Europe means that new ventures have to think hard about how and what to build in a more meaningful way. It prevents them from assuming they will just be able to fix their problems by throwing cash at them down the track.

With over 200 investments including Klarna, Graphcore, Lime and Gympass across 5 funds, it looks like Atomico is just warming up.

Dawn Capital Bags $700m

Next up, we have Dawn Capital that just raised a $620m early stage B2B software fund alongside an $80m follow on fund.

With $2bn now under management, the fund has backed companies like izettle which are now ubiquitously used in stores to capture card payments and which exited to Paypal, as well as others like Dataiku and Quantexa.

As co-founder and GP Norman Fiore says, we are on the cusp of the next technilogical platform shift driven by AI and Dawn wants to be at the front line to capitalise on the opportunity.

Greylock Lands $1bn

Across the pond, Greylock Partners has launched a $1bn fund to focus on early stage businesses from Seed to Series A.

This, despite the fact that Reid Hoffman (founder of LinkedIn) who has been a GP in the fund since 2009, announced around a month ago that he would be scaling back his involvement and would not be heavily involved in this new fund.

It would seem that Reid will be focussing his time on exploring the AI landscape, just not from within Greylock.

The new fund – Greylock 17 – will focus on Pre-seed, Seed and Series A investments. The fund hopes to grow their track record of over 250 exits including Redfin, Aurora and Coinbase.

Enza Capital Closes $58m

And finally, I wanted to give a shout out to the little guys! You’ll see that in the upcoming season of Nothing Ventured we try to explore the African ecosystem a bit further. I thought it would be great to juxtapose Enza Capital’s recent announcement of its $58m close across 2 funds.

Given the size of the 3 funds we just looked at, which on a standalone basis total almost $3b, you may be asking why I’d be looking at such a small fund.

Well, everything needs to be taken in context.

Firstly, the largest Africa focussed fund, Partech Africa II, sits at 245m Euros. This $58m is over a fifth of the size of that fund.

Secondly, this Enza has been deploying pan Africa across Kenya, Uganda, Nigeria, Ghana, Ivory Coast, Senegal, Egypt and South Africa which is great to see.

And finally, in a move that really shows that they are founder focused, they have reserved 10% of their carry pool for founders – though this won’t necessarily be equally shared.

The point is, it’s easy for us to get carried away with and fixated on the massive numbers we’re seeing here in Europe and across the pond.

But it’s worth remembering that in some markets, you can have a much smaller base but much bigger impact.

And finally, a word from everyone’s favourite meme master…

People in 1980: “I can’t wait for flying cars and all the other amazing inventions we will come up with in the future”

People in 2023:

— Dr. Parik Patel, BA, CFA, ACCA Esq. (@ParikPatelCFA)
Oct 1, 2023

????And that’s a wrap for this edition of The Lowdown – I’d appreciate your feedback so just reply to this email if you’ve got something you’d like to say.

???? And if you think someone else might love this, please forward it on to them,

???? Finally, if you’re a fan of the Nothing Ventured podcast, please don’t forget to like, rate and subscribe wherever you get your pods – it really helps us spread the word.

That’s it from me so until next time…

Stay liquid 🙂

Aarish

Off Balance #10

???????? Hi friends!

There is something very odd about sitting in a park on a Saturday afternoon in September in the UK and having to find the shade because it is just. that. hot.

I’m now praying for a time when I don’t have to start off these newsletters with a nod to the weather (though no doubt I’ll just complain about how cold it is instead).

In this weeks Off Balance, I’ll be chatting about:

???? The UK’s return to the Horizon programme.
???? How to transition your career into startups.
???????? Term Sheets and Control.

Also if you have any feedback or if there’s something you’re desperate to see me include, just reply to this mail or ping me online – I’m very open to conversations.

Give me a follow on LinkedIn, Twitter (do I really have to start calling it ‘X’ soon?), Instagram and drop me a note 🙂

(If you are trying to connect with me on LinkedIn, maybe read this post I wrote and make sure to start your request with “Off Balance” and, more importantly, tell me why you’d like to connect ????????)

Don’t forget to like, rate and subscribe to Nothing Ventured on Apple, Spotify or YouTube, it really helps more people see what we’re doing!

Now let’s get into it.

This edition of Nothing Ventured is brought to you by EmergeOne.

EmergeOne provides fractional CFO support to venture backed tech startups from Seed to Series B and beyond.

Join companies backed by Hoxton, Stride, Octopus, Founders Factory, Outlier, a16z and more, who trust us to help them get the most out of their capital, streamline financials, and manage investor relations so they can focus on scaling.

If you’re a CFO working with venture backed startups and want to join a team of incredible fractional talent, drop us your details here.

If you’re a growing startup that knows it needs that strategic financial knowhow, drop your details here to see how we can support you as you scale ????

Broaden Your Horizons

Anyone that knows anything about me will know I am no fan of the UK’s decision to leave the EU. After all, I studied languages at university and my wife is Italian.

And sometimes the stupidity of the whole thing – at least in my opinion – is brought into sharp relief when we find ourselves celebrating winning back something we should never have lost in the first place.

A case in point is the UK’s return to membership of the Horizon programme.

The country’s scientific community has been in limbo for the last few years as they remained frozen out of the programme as a result of wrangling over Brexit between the UK and EU.

Some scientists have complained that the hiatus has led to damage to relationships, losses in funding and the ability to collaborate with the scientific community on the continent in the same way.

As scientific progress is very much an ‘on the shoulders of giants’ endeavour whereby advancement is often as a result of building on the research of other scientists in the same field, being locked out of such an important programme has definitely hindered researchers here in the UK.

But as universities start priming researchers to apply for grant funding, in this particular case it seems that the pragmatism has overruled emotion and a rational approach has prevailed.

You may be asking yourself why I’m even covering this here – it doesn’t feel like that much of a startup issue, right?

Well the reality is that we often only think about startups from the perspective of software businesses that don’t seem to have that much science behind them.

But there are a large number of deeptech ventures that not only may have been born out of large research projects, but continue to be dependent on them to push the envelope even further.

These may be businesses in fields as diverse as biotechs, quantum computing, spacetech or AI. So it is essential for those companies to have access to the latest research – and researchers – in these various fields.

According to the Russel Group, 2,000 UK businesses participated in Horizon 2020 and secured awards of 1.4bn Euro. 60% of the businesses were SMEs and received 840m Euro of that total funding.

This is a win for the startup ecosystem here in the UK, it’s just a shame that we needlessly lost a couple of years of progress in the process.

How can did I add value?

One of the questions I’m frequently asked is how to break into startups.

Whilst ordinarily this sort of a question may come from someone at the start of their career, I occasionally get asked the same thing by someone who is quite progressed along their career path.

And when this is the case, they are often trying to make the transition from a large corporate and find it difficult to understand why their credentials aren’t having the traction they would expect them to have.

I had one such conversation with a switched on finance director at a well known listed company in the finance space recently. A lot of our discussion is pretty applicable to anyone coming out of a corporate who’s looking to move into startups.

Here are some of the questions I’d pose and some of the pointers I’d give:

Why do you want to work with startups at all?
Let’s face it, they don’t have much money, they are notoriously chaotic and lack structure.

Pretty much the opposite of working with a larger corporate or multinational.

Here are some of the best reasons you might want to consider taking the leap into an early stage business:

Your a generalist and want to have more diversity in your role.

You are considering launching your own business and want to get some experience.

You want to learn new skill sets on the fly.

You’re interested in technology and innovation and want to be part of that ecosystem.

The wrong reasons are money or ‘glory’ – the chances of you picking a startup that is going to ‘make it’ are pretty low.

You may end up kicking yourself and asking why you ever made that jump when your last month’s salary doesn’t get paid after taking a 30% drop in salary to join in the first place.

You may have been top dog before, but in a startup, you know nothing.
I have seen a lot of founders make the mistake of bringing in someone with a corporate background only to find that they are unproductive or completely out of their depth.

Startups are built with scarce resources. The likelihood is that in a corporate, you will have been a cog in a rather large machine.

This means that there will have been a whole infrastructure around you that will have carried a lot of the load, probably without you even realising.

But in a startup, you’re having to do everything from start to finish. And there is not an insignificant chance that someone that is – in theory at least – way more junior than you and has much more experience of the multitude of processes you’re now faced with.

You have to actively unlearn a lot of the stuff you would have picked up in corporate life.

There is no-one else to cover your backside, no machine to fall back on, no team that masks some of your knowledge gaps.

It’s just you… naked and alone.

(OK maybe not quite naked or alone, but you get my drift).

How do you find a startup to work with?
I remember a graduate asking me how to know if you’d chosen the right startup to work with, i.e. whether you’ve picked the next unicorn.

The simple answer?

You don’t.

So actually, if you are looking to get started working with early stage businesses, you may as well pick any.

But here are some good places to look:

Otta

Work In Startups

UK Startup Jobs

LinkedIn

Wellfound

AngelList

Y Combinator

Founders Factory

Or, and this is my favourite, look for companies you’d really like to work for and find a connection of a connection to give you a warm intro. Either that or just cold email the founder and explain why you’d like to work with them and what value you could add.

Similarly, you can look at VC fund websites to see if they have portfolio companies that are recruiting, or just reach out to people who might be willing to have a coffee and put in a good word.

The reality is that a bit of hustle, especially when you know that you don’t have the sort of experience that is going to make you a shoe in for your ideal role.

What sort of role should I look for?
Frankly whichever makes most sense for you and the startup. If you have a finance background it might be a Head of Finance, or Controller. If it’s marketing it might be Associate or Head of Content.

The point is that you shouldn’t be too picky over title or even scope of the role.

Just get in and get your hands dirty.

That way you start building up experience, whether that’s in finance, ops, marketing or something else altogether like product.

The great thing about startups is that, unlike with corporates, people move on regularly and often. There is no stigma attached to being in a role for a year or two and then jumping to the next opportunity.

Startups don’t attract ‘lifers’ because as they grow, the roles and needs morph quickly. The manager you hired yesterday, may not be the leader you need tomorrow.

One thing that you have to get comfortable with is that, until you have built up your credentials, you may need to come in at a slightly more junior level than you expect in order that you can gain the knowledge and experience that you need to navigate early stage businesses.

Be prepared to get bitten by the bug.
It is very rare that I see someone go from startups back into a corporate role.

Most people when given the opportunity to explore the phase space of their skills and areas of interest are loathe to return to ‘nine to five’ in the traditional sense.

But it is worth remembering that startups aren’t for everyone.

If you are someone that likes process, likes routine, likes stability, likes structure and needs a team around them to shine, you may not love working in a startup.

And that’s also ok.

I know that, conversely, I would be absolutely AWFUL working for a corporate having spent close to a decade with early stage businesses and two decades with entrepreneurial ones.

I love the autonomy, the ability to explore new ideas, new technologies and be able to solve different problems on a daily basis. I also am not great with authority ???? so would struggle in a slow, bureaucratic organisation.

What about you? Have you made the transition from corporate into a startup – how did you find the move?

Off Balance

Last week we went through the Economic terms in the Term Sheet, and this week we’re going to cover the critical aspect of Control.

Unfortunately a lot of founders – especially first time founders – focus almost solely on the economics and end up in strife because of elements of control that they had not paid enough attention to.

Fear not though, I’ve got you covered ????????

So let’s dive straight in to some of the key terms you’re likely to come across when you’re fundraising and what you might want to look out for.

Term Sheets – Control

The Exclusivity Clause. 
We discussed this in last week’s edition, whilst conducting diligence. This may be used to delay investment from other parties – term sheets don’t guarantee investment.

But it is an immediate way to exert control over the relationship as it shows that the VC wants to signal their importance.

There is nothing intrinsically wrong with a VC asking for exclusivity, especially if they have already invested a great amount of time into the deal.

But it is always worth noting that exclusivity ties your hands.

If the deal falls through you’ll have lost a month, maybe more and may struggle to find an investor that’s able to replace the last one.

Ownership Stake.
Beware early stage investors taking large chunks of the business – you really need to understand valuation and dilution.

I’ve seen agencies involved in building the first iteration of the product take a huge chunk of the cap table, whilst also writing in claims on future equity. Not only does this mean they have a seat at the table long after they have stopped working with you, but it’ll probably make it less palatable for future investors.

It’s also more common in venture studios, university spin outs or some of the less well known accelerators – most ‘proper’ VCs won’t want a controlling stake in the venture, that would be too much hassle and is not how VCs operate.

Voting Rights.
It is possible to change the structure of voting rights, so an investor has more voting rights than their percentage shareholding.

Of course, this works the other way with founders having dual class shares or enhanced voting rights.

Don’t make the assumption that percentage ownership is always equivalent to voting rights, make sure you understand what it means if the term sheet includes any clauses related to this.

Board Seats.
VC investors at seed + will probably want a board seat. This is not necessarily a bad thing, but remember it’s an individual joining albeit on behalf of their firm.

Do your DD: Do they add value? How are they to work with? Do they actually have experience working on a board?

If it’s a small cheque, they may request observer rights rather than full board seats. This means that they won’t have voting rights on the board, but their presence can still influence outcomes.

I’ve also seen boards where the observers are a lot of work. They were often unprepared and in some cases didn’t really have much experience on the governance side of things.

Shareholder Consents.
It is quite normal for investors to ask for shareholder consents or protective provisions – aka “you can’t do this without our express agreement”.

This does not necessarily have to be proportionate to shareholding (though it can be), it may just be that your lead investor demands that all significant changes to the business have to be approved by them. This can include things like:

Executive remuneration

Hiring of senior staff

Increasing the share capital (fundraising)

Taking on debt

Entering into one or a series of contracts above a certain value

Changes to the articles or shareholders’ agreement

Changes to the business plan

Engaging in M&A activities

Given how far ranging some of these are and the sort of implications they have on a startup that needs to remain agile, you want to ensure that your investor(s) have the knowledge, skills and bandwidth to make these sorts of decisions.

Reverse Vesting.
You founded the business, right? So your shares are yours, right?

Wrong.

Welcome to reverse vesting.

Essentially this is similar to options vesting whereby your shares vest over time or based on certain milestones.

Now, there are some legitimate reasons an investor may ask for reverse vesting, the main one being that they would like to ensure founders remain committed to the business post investment.

But obviously, as a founder, having built things up – maybe without any investment – this can be a tough pill to swallow.

You may be able to negotiate some of the shares to vest up front based on the work you’ve already put in, or have them accelerate based on a milestone.

Redemption Rights, Right of First Refusal and Pay to Play.
Investors may sneak in a clause on redemption rights meaning the company may have to buy back their shares after a period.

This might be in order for investors to force a timeline on exit which might seem a long way off when you first take the investment, but can roll around sooner than you might imagine.

They may ask for right of first refusal if other shareholders try to sell their shares, allowing them to increase their stake (probably at a discount) should an existing investor want to take some of their cash off the table.

Later stage investors may also penalise earlier investors with clauses like Pay-to Play, where earlier investors are forced to participate in future rounds or lose out.

Most-Favoured Nations (MFN) Clause.
What about MFN I hear you ask?

MFN clauses allow investors to alter their terms to those of a more favourable set given to future investors.

This became pretty prominent in some of the Y Combinator financing instruments.

It essentially means that you might get diluted a great deal more than you were anticipating.

Conversion Rights.
Some investors have their cake and eat it.

They may have the right to convert preference shares to ordinaries or common stock affecting control.

This could be triggered during an exit event, if the liquidation preference is low or if during an IPO preference shares make the deal less attractive to public market investors.

Information Rights.
Information rights are a soft and valuable form of control.

Companies report performance on a regular basis ensuring that investors are kept appraised of progress against milestones.

This can be abused and I have seen instances where founders find themselves reporting constantly, purely to tick boxes rather than to receive any valuable input back.

If you have taken a lot of small cheques and not rolled them up via a syndicate, you may find that you are fielding questions from lots of minority shareholders that are a suck on your time with little value add to the business.

Management Rights.
Some funds in the US may demand management rights, allowing them to ‘actively’ manage the startup.

This is less prevalent in VC investments in general as it doesn’t suit the business model for most.

But there are some firms that do this as they believe they will have more success running the business than the founders.

Rights of Assignment.
Investors may include rights of assignment allowing them to transfer their shareholding and rights to another party.

Again, remember that you have taken investment based on assumptions of having a certain investor at the table based on their belief in your business’ ability to succeed.

What happens if that investor changes to someone that has less belief in what you’re building?

What does that mean for your business? And for you?

Tag Along and Drag Along.
Then we have the good ol’ tag and drag along rights.

These are clauses that force shareholders to act in concert.

So if some shareholders want to sell, it allows others to sell on the same terms.

Or equally, if some shareholders are selling, it forces others to sell as well.

This makes it harder for smaller shareholders to hold up a transaction if larger investors want it to go through.

Rights Over Future Cash Flows.
What about dividend rights?

These give investors explicit control over future profits – I’ve seen this and it’s messy.

Essentially you may end up having to accrue for dividends against profits that the business has not even printed yet (and by the way, this is not even allowable under UK companies law which requires dividends to be drawn from post tax profits).

Vibes.
And let’s not forget, there is a power dynamic at play. Even when control isn’t exerted, founders feel it.

So make sure you know what to look for and what to do if you see any of these terms crop up in your term sheet.

None of these topics are exhaustive, there are always new terms that might crop up from time to time.

And as markets become more wary, we’re likely to see more terms that seek to ensure that investors are protected against their investors going to zero.

So keep your wits about you and understand what is likely to allow your investors to exert more control over you than you’re really willing to take.

Gif by theoffice on Giphy

I hope you found this useful, as always, I”d love to get your feedback and understand the sort of topics you’d love to hear about.

Just hit reply to this mail or drop me a line at [email protected] and let me know ????

????And that’s a wrap for this edition of Off Balance – I’d appreciate your feedback so just reply to this email if you’ve got something you’d like to say.

???? And if you think someone else might love this, please forward it on to them,

???? Finally, if you’re a fan of the Nothing Ventured podcast, please don’t forget to like, rate and subscribe wherever you get your pods – it really helps us spread the word.

That’s it from me so until next time…

Stay liquid 🙂

Aarish

Off Balance #12

???????? Hi friends!

Well, here we are, at the end of September looking down the barrel of a new year once again.

There are two narratives out there in venture land:

We’re back and life has never been so good.

It’s all shot to bits and it’ll take another couple of years to resolve itself.

I take a more pragmatic approach.

Neither life nor startups follow a linear path, so it pays to expect the unexpected.

Remember that things almost always resolve themselves over the long term.

For all the Londoners, I’ll be at the London Venture Capital Network’s drinks and networking event this Thursday at Dream Factory – I’ll be hot mic’d and cornering unsuspecting founders and VCs alike to get the skinny on what they’re up to!

Drop me a line if you’re going to be there ????????

In this weeks Off Balance, I’ll be chatting about:

???? VCs Now vs VCs Then
???? Finding a way to exit early investors
???? The Power Law: what does it mean and why should you care?

As a side note, I’d love to give a shoutout to EmergeOne portfolio client, Continuum Industries, that just locked in its $10m Series A led by Singular ????????

Read more below.

Also if you have any feedback or if there’s something you’re desperate to see me include, just reply to this mail or ping me online – I’m very open to conversations.

Give me a follow on LinkedIn, Twitter (do I really have to start calling it ‘X’ soon?), Instagram and drop me a note 🙂

(If you are trying to connect with me on LinkedIn, maybe read this post I wrote and make sure to start your request with “Off Balance” and, more importantly, tell me why you’d like to connect ????????)

Don’t forget to like, rate and subscribe to Nothing Ventured on Apple, Spotify or YouTube, it really helps more people see what we’re doing!

Now let’s get into it.

This edition of Nothing Ventured is brought to you by EmergeOne.

EmergeOne provides fractional CFO support to venture backed tech startups from Seed to Series B and beyond.

Join companies backed by Hoxton, Stride, Octopus, Founders Factory, Outlier, a16z and more, who trust us to help them get the most out of their capital, streamline financials, and manage investor relations so they can focus on scaling.

If you’re a CFO working with venture backed startups and want to join a team of incredible fractional talent, drop us your details here.

If you’re a growing startup that knows it needs that strategic financial knowhow, drop your details here to see how we can support you as you scale ????

Now vs Then

The meme below has been doing the rounds on social media this last week.

And once you get over the LOL imagery and take a minute to think, there is a story to be told…

For a start, over the last decade, we have been very involved in short term thinking, especially in venture land.

Too many deals were being done as a result of ‘hot rounds’, FOMO, party rounds and everything in between.

Much of the thinking was less about the fundamentals of the business, and more so around whether there was a ‘greater fool’ that would carry the bag down the track.

If you could invest early and then find someone to take the next round, you could show a paper return, increase your MOIC (multiple on invested capital), raise a larger fund and perpetuate the cycle.

Startups started buying into this hype, building fairly inconsequential software businesses (inconsequential from the perspective of the long term impact they could have on the world – let’s face it, a better to do list is hardly going to change the face of humanity).

And this could be done because of the abundance of capital out there willing to fund these businesses and then mark them up when the next investor came along.

Much of this short term thinking, along with a pretty loose attitude to cash, was perpetuated by the sort of literature that was being pushed out (and often pushed on) founders.

Books like ‘The Lean Startup’ and others like ‘Blitzscaling’ taught founders that they should move fast – the former pushing fast iteration and the latter almost vaunting profligacy in the pursuit of scale.

The problem with fast iteration is that whilst that might be ok for software products – especially ‘simple’ d2c or b2b products – it’s a lot harder for anything deeptech or in the hardware space.

You can’t build a new type of engine and fix the problems as and when they arise. The product is going to need to be almost fully baked by the time it even gets into a customer’s hands.

That takes time. And time requires money.

Sadly, too much money has been wasted not only on needless side projects or vanity features, but also on full blown businesses that had no need to exist.

It has been a very odd feeling over the last 8 years that I have been involved in the venture ecosystem, trying to reconcile this sort of attitude with my own training in finance and old school manufacturing where the most basic principle is sell a widget for more than it costs you to make it.

My shareholders would have hauled me over the coals if I just threw money at every problem, hoping they’d resolve themselves.

The reality is that scarcity breeds innovation, which is why the next epoch of the startup cycle has the potential to be transformational.

Or at least, that’s what I’m hoping.

How can did I add value?

Recently on one of the various founder groups I’m in, a couple of conversations sprang up around how to deal with early investors on the cap table.

This may be the case because you feel they aren’t adding a huge amount of value, or because you’ve got an incoming investor that maybe wants a larger chunk of equity which would dilute you more than you intended.

The solutions are similar, even if the implications are slightly different. So let’s take a look…

Share Buyback and Cancellation
If your business has sufficient capital, it might be able to buyback shares from your shareholders and then cancel them, thereby reducing the total number of shares outstanding.

This really only works if you have excess capital that you don’t need for growth – highly unlikely in an early stage business, and, you will need to get the appropriate consents in place as well as needing to convince the shareholders to sell.

On a positive note, it provides a return to those early investors as well as increasing all the remaining shareholders’ ownership.

Share Sale to a Third Party
If your business doesn’t have the cash, you might be able to find an investor that would like to purchase the shares from the existing shareholder. This means you don’t change the total number of shares outstanding, just who holds the ownership.

Again, you will need various consents for this to happen, and be warned that if an offer is made, you may need to make a similar offer to other existing shareholders.

There are potential tax implications for the seller and the buyer (in the UK at least) depending on the total value of the shares and the original purchase price. But these are the responsibility of the buyer and seller, not of the business.

This is one of the methods that might work if you have an investor looking to overfund a round. Say you have only £500k available but they want to invest £1m, you could offer the £500k as fresh equity with the balance being used to acquire existing shareholdings.

This is called a secondary share sale.

Debt / Equity Swap
Less utilised, but potentially achievable if you don’t have the capital available nor can find a third party buyer is to see if you can get the existing shareholders to essentially convert their equity into debt.

This has a few implications on the business…

It results in greater percentage ownership to remaining investors (because essentially the shares are being bought back and cancelled).

Debt holders typically have a number of rights that equity holders don’t – not least they will likely receive interest on the loan, or may demand that interest and capital are paid on a regular basis.

In these circumstances, knowing that the business has the cashflow to sustain repayment is critical.

If the business were to go under, debt holders are normally first cab off the rank in terms of getting repaid.

(Note: much of this will depend on your Articles of Association / Corporate Charter or equivalent, as well as any shareholder agreement and the rights associated with the specific shareholder and / or their specific share class. So this shouldn’t be taken as definitive advice and you should check with both your accountants and lawyers for the tax and legal implications of anything you might do. Things become additionally complicated if we’re talking about S/EIS shareholders).

The reality is that there are not a huge number of ways you can ‘get rid’ of early investors.

On the one hand, if the business is doing well then why would they want to sell off their chances of significant future upside? And, conversely, if the business isn’t doing great, how are you going to be able to offer to buy the shares at a valuation that doesn’t put them under water on their initial investment?

In fact, if they are S/EIS investors then they may prefer for the business to fold so they can recover some of their initial investment from HMRC.

Whatever you do, you should think long and hard about the implications, and always, always talk to a lawyer and someone that understands the tax implications for the business.

Remember it’s not your job to give tax advice to the shareholders – that’s their issue to deal with.

Off Balance

I know a lot of you have been waiting for this one. Let me tell you, it’s probably the least understood, most important and, equally, most talked about concepts in Venture Capital (at least if you’re on the investment side).

Power Law

We’re going to dig into a few things here including:

➡️ What do we mean by Power Law?
➡️ Power Law in the world of startups
➡️ What does this mean for VCs?
➡️ Strategies for navigating the Power Law
➡️ Critiques and limitations of the Power Law in VC

So what are we waiting for? Let’s get into it ????????????????????????

Power Law

What do we even mean by Power Law?

Power Law, related to the Pareto Principle also known as the 80:20 rule is often represented by the equation: y=axk

y is a function or, the result

x is the parameter you are going to change, aka the variable

k is the exponent or the factor by which scaling occurs

a is a constant

What this means is that small changes can lead to large outcomes – exponential outcomes – which can be quite difficult for the human mind to grasp because we are better at linear thinking (if x doubles, so does y).

For example, it’s intuitive that if one person needs 1 litre of water a day, then 2 people need 2 litres. This is linear thinking and would be equivalent to k being equal to 1.

But what happens in exponential functions?

Let’s look at the area of a circle (the result, y).

We know that we calculate the area as being equal to pi (the constant, a) multiplied by the radius of the circle (the variable, x) squared (i.e. k = 2).

Looking at a range of results where we double the radius, a each time we see the following:

What we’re seeing is a relationship where a relative change in one quantity results in a proportional relative change in another.

Put simply, it means that a small number of events or entities can have a disproportionately large impact.

In this case, increasing the radius of a circle 16 times leads to a 256 times increase in the area of the circle.

Applying this to VC: the Power Law implies that a very small number of investments will provide the majority of the returns.

This is unlike things that follow a pattern of normal distribution where results cluster around the mean.

Instead, in a Power Law distribution, while many startups might go to zero or produce minimal returns, a few outliers can generate immense profits.

This compensates for the losses and indeed pushes the portfolio to generate supernormal returns, paying back the invested capital of the entire fund and even more (from which VCs earn their carry – the percentage of the profits that they are due).

Peter Thiel is widely accredited, in his book Zero to One, for having recognised the fact that VC is subject to Power Law, stating as follows:

Power Law in the World of Startups

Startups operate in a high-risk, high-reward environment. The majority of them fail within the first few years – some manage to survive, others don’t have the sort of returns that VCs look for, whilst a few go on to redefine entire industries.

This distribution of outcomes is not normal but, as discussed, follows the Power Law.

There are plenty of reasons we see this distribution, but essentially what you are looking for is that certain something which triggers that exponential growth.

Examples may be market dynamics, technological breakthroughs, network effects, or first-mover advantage.

Network effects is a really important one that we often see in marketplaces and social media. As more users join, the platform becomes more valuable for all users.

I mean, would X or LinkedIn be valuable if there were only a dozen users on there? Or would Uber be useful if there were a million drivers but only 20 customers?

I’ll cover network effects in a separate issue, but it’s worth checking out this pod with Sameer Singh and his writings here where he goes deep into different aspects of network effects and their impact on how you should think about your venture.

Image courtesy of Breadcrumb.vc

The point is that whatever the trigger for your business to start exhibiting exponential growth, it is ultimately this that makes it attractive for venture capital investors – not only because of the large outcomes, but also because of the timing of those outcomes.

Take a business that grows linearly, starting at $1m and adding $1m per year of revenue. The business would take 99 years to get to $100m.

Now take a business that grows by 2.5x every year, it gets to $100m within 6 years – well within the normal time horizon for a VC fund to harvest returns from their portfolio.

What does this mean for VCs?

Clearly, this means that if a VC is looking for its portfolio to distribute per the Power Law, it means that they must identify and invest in potential outliers – this is why every investment that a VC makes must have the potential to return their fund.

And given how few of these types of businesses actually do end up returning such a substantial amount of capital, missing out on one can have massive implications on the overall performance of the fund.

This therefore means that VCs must look at much riskier deals than one might normally consider in a balanced portfolio, but critically must also be able to identify and mitigate as much of that risk as possible.

They know that most of their portfolio will likely go to zero, but the one or two that really go big will more than compensate for those that don’t.

However, this doesn’t mean that VCs invest blindly. Rigorous due diligence, market analysis, and founder vetting are crucial to increase the odds of picking winners.

Strategies for Navigating the Power Law

Given the Power Law dynamics, VCs employ several strategies to optimise their portfolios:

Diversification: By allocating into a diverse set of startups across sectors and stages, VCs can mitigate the risk of any single failure. This is a simplification as there is also merit in taking a more concentrated approach – we covered portfolio construction in a previous issue and it’s worth checking that out if you haven’t already.

Deep Market Research: Understanding market trends, technological advancements, and consumer behaviours can help VCs identify startups with outlier potential. This is why you often see specialist VC firms which only invest in one vertical or one stage as opposed to taking a more generalist approach.

Active Portfolio Management: Whilst not hands on in management, like say private equity firms are, VCs, rather than being wholly passive investors, may still take active roles in their portfolio companies. They will often take board seats to shape strategy, offer mentorship, introduce potential high calibre employees, networking opportunities, and other value adds. All of this is with a view to giving their investee companies the best chance at success.

Indeed, they may even actively work to find a buyer for the business if the company does not look like it is going to succeed. In this case, it might be better to receive some value back from the investment rather than seeing it go to zero.

Critiques and Limitations of the Power Law in VC

One of the major critiques to the Power Law is that it leads to – no, it drives – an all or nothing // move fast and break things // growth at all costs attitude to venture building.

Because companies know that they need to have significant outcomes, they may do things that they would ordinarily not consider (selling at a loss, hiring more staff than they need to cover inefficiencies).

What this can lead to is, ultimately, otherwise sustainable businesses being killed off as they are not able to sustain the growth that the Power Law demands.

Some also argue that not all VC returns are power-law distributed. They believe that with the right strategies, VCs can achieve consistent returns across their portfolios.

The other major problem is that there is also the risk of confirmation bias.

If VCs become too fixated on the Power Law, they might overlook startups that don’t fit the typical “unicorn” mould but could still provide solid returns. Though some would argue that solid returns are not what the business of venture capital is all about.

I hope the above breakdown was useful, but at the end of the day, real-world examples offer the best illustrations of the Power Law in VC.

Companies like Airbnb, Dropbox, and WhatsApp were once early-stage startups that many may have been overlooked or dismissed.

But, the VCs who recognised their potential and invested early reaped exponential returns when these companies achieved massive success.

A great example of this is Uber’s early investors. Famously, Benchmark Capital invested $11m into Uber’s Series A and received a 591x return on their investment – $6.5bn – when they exited their position.

But it’s always worth noting, for every unicorn, there are countless startups that didn’t make it. This just underscores the high-risk nature of VC and the Power Law dynamics at play.

I hope you found this useful, as always, I’d love to get your feedback and understand the sort of topics you’d love to hear about.

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Stay liquid 🙂

Aarish