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Welcome to Lead to Win
          Thursday, October 27, 2011




Slide 1                                Lead to Win
Day 3

          David Hudson                             Day 3 opportunity
          (Carleton)                               assessments
          David Hudson                             Reviewers comments
          (Carleton)
          Eric Dormer (Dawnsuite Communications)   Founders Club welcome
          & Jason Daley (UcreateMedia)
          Tony Bailetti                            Growth & Days 4-6
          (Carleton)
                                                   Funding your startup
          (Deloitte & Touche LLP)
          Janice Singer & Deborah Dexter (IRAP)    Day 3 takeaway messages
                                                   Wrap-up

Slide 2                                                                   Lead to Win
Day 3 Opportunity Assessments

                   October 27, 2011

                    David Hudson




Slide 3                                   Lead to Win
Ottawa-Gatineau experience
                                        Jun Aug   Nov   Mar Jun       Nov     Nov Total
                                         09  09    09   10   10        10      11
                          Applicants    82   66   98     69      41    49      59     464


            123          Day 1 accepts 62    46   55     49      35    29      46     322
             4 wks

            456          Day 4 accepts 51    35   44     37      22    18       ?     207

                            Admitted to Phase 3 (passed Day 6)
           Opportunity
          development
                           Founders     39   27   34     26      14    13       ?     153
             Deal
          development
                         New startups   30   19   21     18      11    11       ?      110

                                                              75 start-ups active as of
                                                                 October 15, 2011

Slide 4                                                                          Lead to Win
Day 3 opportunity reviews

          Criteria and process to assess opportunities set by
          representatives of nine LTW Strategic Associates
            Part A - scoring
             1. CUSTOMER VALUE
             2. COMPETITIVE
             3. PARTNER VALUE
            Part B -
            Part C - substantive feedback to opportunity proponents
          Scoring of 1/2/3
            Green: OK
            Yellow: OK with a specific action
            Red: Considerable work still required
          Reds are not invited to join Days 4-6

Slide 5                                                               Lead to Win
28 Reviewers

          1. Consumer products           3. Internet services A
             (Daisy, 1st floor)              (Blue, 2nd floor)
             Line Brabant (LINE              Hanan Anis (uOttawa)
             International)                  Mark Antaya (Investors)
             Chris Cope (City of Ottawa)     Rob Collins (YearOne Labs)
             Dan Istead (Fed Government)     Llynne Plante (IRAP)
             Christine McCrady (RBC)
             Jonathan Wells (Carleton)

          2. HW & SW products              4. Internet services B
              (Marigold, 1st floor)            (Red, 2nd floor)
              Peter Carbone (PJCI)             Elizabeth Gilhooly (Nuvance)
              John Fielding (OCE)              Claude Haw (VentureCoaches)
              Farzi Khazai (Tech Gemini)       Harriet Waterman (IRAP)
              Raina Sharma (BDC)               Michael Weiss (Carleton)
              Stoyan Tanev (U Southern
              Denmark)
Slide 6                                                                Lead to Win
28 Reviewers (continued)

          5. Services                       6. Special
             (Violet, 1st floor)                (Lilac, 3rd floor)
             Saad Bashir (City of Ottawa)      Diane Isabelle (National
             Candace Enman (Welch              Research Council)
             Group)                            Carole Lair (OCRI)
             Fiona Gilligan (Fiona             Karen Letain (ETIS
             Gilligan)                         Technologies)
             David Hudson (Carleton)           Steven Muegge (Carleton)
             Sophia Leong (Industry            Ian Scott (City of Ottawa)
             Canada)




Slide 7                                                                     Lead to Win
Process

          Presentations are made only to panel of reviewers
          20 minutes is allocated to each opportunity. 20 minutes is a hard limit.
          Lead reviewer is responsible for:
             Distributing / collecting Opportunity Assessment Forms
             Assigning ID codes to reviewers to guarantee reviewer anonymity
             Keeping time and smooth running of the reviews
             Ensuring forms are properly completed
             Dealing with issues
             Improving the opportunity assessment process
          Each reviewer rates each opportunity independently before the next
          group/individual is allowed into the room
          If reviewers and opportunity proponents wish to exchange cards,
          arrange follow ups, etc.; they should do so during lunch or the social
          and not take time away from the assessment process

Slide 8                                                                        Lead to Win
Suggested time allocation

          We suggest
            Set up time and niceties: 2 minutes
            Presentation: 10 minutes
            Q & A: 5 minutes
            Day 3 Opportunity Assessment form completion: 3 minutes


          Up to Review Panel




Slide 9                                                               Lead to Win
Lead to Win Founders Club
           Co-chairs: Eric Dormer & Jason Daley




Slide 11                                          Lead to Win
Blueprint to growth
            (one more time)

             October 27, 2011

               Tony Bailetti




Slide 12                         Lead to Win
Distinct functions of entrepreneurs

       1. Responds to existing or future profit opportunities, all
          of which consists of price differentials

                                        P1               P2    Sales of:


           Resources &   Decisions to        Expects P2 > P1
           processes     employ
                         resources &
                         processes



       2. Acts to move away or destroy her/his present state
            Seeks autonomy
            Authors relationships
            Makes declarations
Slide 13                                                                   Lead to Win
Four key skills

           Make decisions when future is unknowable
           Identify, create, shape, develop and refine
           opportunity
           Acquire and combine resources

           products, services, solutions, processes




Slide 14                                                 Lead to Win
Blueprint to grow revenue
                                                  Raise bar
                           Get house in           Divest what adds no value
                                                  Get legal, cash, IP &
                              order              personal affairs right
                                                  Act based on results/facts

                               Revenue           Secure
           Close deals
                              for 6+ jobs        commitment
 Implement growth formula
 Increase # & diversity of                         Create mind share around
players that make money when
you sell                        Overcome          does what it does
 Develop differentiators for   consumption          Lever talent, technology &
which customers pay                               resources worldwide
 Keep pace delivering value to   barriers           Lower cost of customer
customers & players               Skills          acquisition & go to market
 Select right competitors         $
                                  Access/reach
                                  Time
Slide 15                                                             Lead to Win
Inventory of growth formulas for small
companies
       1. Help strong customers grow
       2. Bring innovation to market as complementary offer

       3. Apply good technology developed by others to
          different markets
       4. Sell services to niche first & then develop & sell
          product
       5. Demonstrate offer works, sell to first customers, &
          identify profitable business model at the price first
          customers are willing to pay
       6. Demonstrate that offers provides value to users &
          economic benefits to customers & can be delivered
          at a profit
Slide 16                                                          Lead to Win
Inventory of growth formulas
(continued)
       7. Make competition irrelevant by concurrently
           delivering 2X the value at half the cost
       8. Sell to narrow niche, cross-sell, then fill higher order
           needs
       9. Sell to customers in mature markets abandoned by
           incumbents
       10. Fill gaps that occur when migrating from an old to
           new system
       11. Resell services in geographies that are too
           expensive for other service providers



Slide 17                                                         Lead to Win
Days 4-6 overview

              October 27, 2010

                Tony Bailetti



Slide 18                         Lead to Win
Tasks

           Harden and strengthen opportunity

              Prepare presentation for Day 6 assessment
              Self assess presentation using 7 dimensions
           Expand network
              Attend social and engage
           Gain knowledge to establish and grow tech business
              Review and apply Day 1-3 course material
           Gain confidence, encouragement and motivation
              Interact with peers
           Build foundation to sell to first customers
              Identify first customers


Slide 19                                                    Lead to Win
Days 4-6

           Day 4
              Legal issues
              Business models

              Entering a market, lessons from an entrepreneur
           Day 5
              Team and steering, lessons from an entrepreneur
              Operations, lessons from an entrepreneur
              From idea to management to sale, lessons from an entrepreneur
           Day 6
              Day 6 Opportunity Assessment
              IRAP services to companies
              Social where we hand out LTW Certificates of Achievement


Slide 20                                                                      Lead to Win
Agenda


           So, you want to be an entrepreneur
           Funding your firm and your family
           Your runway
           Sources of funding
           Key take aways
           Scenario




Slide 22                                        Lead to Win
Funding your firm and your family


           Upon completion,
            You will know . . .
             What it means to be an Entrepreneur
             How to separate family and firm
             How much money you need and when
             How much risk is for you
             Sources of funding
            You will know how to . . .
             Take stock of your personal and professional situation
             Engage your family in the process
             Understand your funding sources



Slide 23                                                              Lead to Win
Becoming an entrepreneur


           Pros              Cons
            What are these    How high are these




                                       ??????


Slide 24                                           Lead to Win
Becoming an entrepreneur


           Pros                              Cons
            Living the dream!                 Give up on a full time job and
            Build a firm my way               lose $100k income
            Possible comfortable living or    Go into debt for $100k
            exit in excess of $1m             Work very long hours
            Innovative IP                     Not see the family
            Capitalize on your strengths      Learning process




                   out of work for 12 months and a $100k debt

Slide 25                                                                       Lead to Win
Sharing with the family

           This is a dialog!
           The plan
            Describes your thinking and planning
            Lets them describe their thoughts (may take weeks)
           The expectations
            Articulate your expectations, listen to their expectations
            Describe the time invested
            Describe financial expectations and situation
           The exit
            Establish your exit plan, with clear exit event or point
           The contract
            Take the time and write it down and refer to it monthly


Slide 26                                                                 Lead to Win
Sharing with the family

           Describe the plan
            I would like to do this . . . (Start a firm, test equipment, etc)
           The expectations
            Articulates the expectations borrow $100k
            Work long hours, never home for dinner or always home for
            dinner but work in the evening??
            No vacations etc because of low funds
           Family response
            They agree to do . . . (Look after the family single handedly)
           The exit
            Establish the clear quit point     after 2 years if no sales then will
            go find a firm to work for . . .
           The contract
            Write it all down and everyone signs even the dog
Slide 27                                                                         Lead to Win
Find a trusted confidant to talk to when things are going well, so
            you can confide when things are bad spouses are not a good
            choice
           Constantly looking for funds
            Never pass up funds because you think you have enough
            Ever opportunity must be taken
           Driving the direction of the firm
            Dealing with challenging employees
            Selling to customers


            Extreme highs and extreme lows

Slide 28                                                                    Lead to Win
Setting up the firm


           Stock structure capital structure
           Shareholder rights, drag alongs
           Incorporation
           What happens if you leave
           What happens if you fire your partner




Slide 29                                           Lead to Win
Business corporation basics
                                                                     Ownership is separate from
                                                                     management
                          Appoint
                                               Shareholders          Board is responsible to
                                                                     manage or supervise the
                                                                     business affairs and may
             Auditor                              Elect              delegate its authority to
                                                                     management
                      Appoint                Board of Directors      As a startup, you likely are
                                                                     all three, but need to
                                                Appoint              understand the different
                                                                     rights and responsibilities

     Audit Committee                  Management / Company

           Appoint


            Internal Auditor          Hire                                 Retain




                                    Employees                     Consultants & Advisors


Slide 30                                                                               Lead to Win
Different funding for different firms

           Consulting firms
            Require virtually zero capital to start, usually all intellectual property is in
            the heads of the employees
           Intellectual property license firms
            Require minimal capital to build, usually the first invention (patent) can
            be built with a couple of people with product launch via license or
            lawsuit
           Internet and mobile app firms
            Require minimal capital to build, usually the product development can
            be completed by a couple of people with product launch via the web
           Software firms
            Require intermediate amounts of capital to build, because of longer
            product development cycle, however, fixes can be applied after product
            launch
           Hardware firms
            Require the most amount of capital to build, because of the longer cycle
            coupled with any hardware rework costing significant time and money to
            implement
Slide 31                                                                                 Lead to Win
Without cash
            Stress? You need a $ platform to keep you whole!
           Without cash
            How much?! Too little you choke, too much you waste it.


           How much $$ do you need? When do you need the $$
           It takes two plans Family and Firm




Slide 33                                                              Lead to Win
Cash Flow and Risk are intertwined
           Family
            Understand how much it costs to live
            Prepare the family budget (even if its just you)

                                                What can you live with?
           Business
            Understand how much it costs to build
            Prepare a business cash flow forecast
            Be pessimistic (2x the time and 2x the cost)
            Know the bottom line costs



Slide 34                                                                  Lead to Win
Example : monthly cash flow plan


                                   Jan    Feb   Mar   Apr   May   Jun   Jul       Aug   Sep     Oct     Nov     Dec
           CASH OUTFLOWS
           Rent                (600) (600) (600) (600) (600) (600) (600) (650)          (650)   (650)   (650) (650)
           Utilities              0 (50)      0 (50)       0 (30)       0    (30)          0     (30)      0 (50)
           Phone and Internet   (40) (40) (40) (40)      (40) (40)    (40)   (40)        (40)    (40)    (40) (40)
           Materials              0     0     0 (200) (500)      0      0      0           0       0       0     0
           Testing                0     0     0     0      0     0 (500)       0           0       0       0     0
           Advertising            0     0     0     0      0     0      0 (400)            0       0       0     0
           TOTAL CASH OUTFLOWS (640) (690) (640) (890) (1140) (670) (1140) (1120)       (690)   (720)   (690) (740)

           CASH INFLOWS
           Savings                 6000     0     0     0     0     0         0     0      0       0       0       0
           Government Grant           0     0     0     0     0     0         0     0    500       0       0     500
           Family loan                0     0     0     0     0     0         0     0      0       0    5000       0
           TOTAL CASH INFLOWS      6000     0     0     0     0     0         0     0    500       0    5000     500

           Opening balance         6000 5360 4670 4030      3140 2000   1330       190 (930) (1120) (1840) 2470
           Closing balance         5360 4670 4030 3140      2000 1330    190      (930) (1120) (1840) 2470 2230




Slide 35                                                                                                      Lead to Win
Example of cash flow projections

   Company Name
   Forecast operating results & cash flow from operations
   Currency $ 000 s
                                                               Forecast For Years Ending (Month and Day)
                                        Year 1          Year 2           Year 3         Year 4          Year 5   Year 6
   Revenue                               xxx             xxx              xxx             xxx            xxx      xxx
          COGS                           xxx             xxx              xxx             xxx            xxx      xxx
   Gross Profit                          xxx             xxx              xxx             xxx            xxx      xxx

   Operating expenses                    xxx                xxx          xxx             xxx             xxx      xxx
            Operating expenses 1         xxx                xxx          xxx             xxx             xxx      xxx
            Operating expenses 2         xxx                xxx          xxx             xxx             xxx      xxx
            Operating expenses 3         xxx                xxx          xxx             xxx             xxx      xxx
   Total operating expenses              xxx                xxx          xxx             xxx             xxx      xxx
   Operating income/(loss) EBIT          xxx                xxx          xxx             xxx             xxx      xxx
   Interest expense                      xxx                xxx          xxx             xxx             xxx      xxx
   Earnings (loss) before tax            xxx                xxx          xxx             xxx             xxx      xxx
   Income tax                            xxx                xxx          xxx             xxx             xxx      xxx
   Net income (loss)                     xxx                xxx          xxx             xxx             xxx      xxx

   Operating income/(loss) EBIT          xxx                xxx          xxx             xxx             xxx      xxx
   Add: Depreciation /amortization       xxx                xxx          xxx             xxx             xxx      xxx
   EBITDA                                xxx                xxx          xxx             xxx             xxx      xxx
   Less: Cash taxes                      xxx                xxx          xxx             xxx             xxx      xxx
   Less: Working capital investment      xxx                xxx          xxx             xxx             xxx      xxx
   Less: Capital expenditures            xxx                xxx          xxx             xxx             xxx      xxx
   Cash flow from operations             xxx                xxx          xxx             xxx             xxx      xxx




Slide 36                                                                                                                Lead to Win
Sources of funding


           You build runway with $$
            Angels, friends and family
            Venture Capital
            Banks
            Government
            Strategic Investment
            Capital Pool Company (CPC)
            Initial Public Offering (IPO)




Slide 37                                    Lead to Win
Angels, friends and family

           Earliest investors
           Desire for privacy makes them difficult to identify/find
           Deploy small amounts ($10k 500k)

           Longer term investment horizon, often with high return
           expectations
           Provide funds for product development
           Provide cash for common shares, convertible debt
           Valuation of shares a question
           May provide services for shares
           Need a shareholder agreement to set out the terms




Slide 39                                                              Lead to Win
Venture capital

           Equity investor looking for high growth over 5-10 years
           VC Status
            Canadian VC LP system is in distress
            WW VC funding is reducing to pre-2000 levels (half the current rate)
            Number of VC firms and funding to be reduced to 50% of current levels
            Expectation that it will be significantly more difficult raise funding than
            even today
           VC Game
            Experienced teams, large markets, significant traction

            Eat a share of your firm every time they invest
            Leave you with 1 or 2%!!!
            You may be pushed aside


           Risk
Slide 40                                                                             Lead to Win
Banks

           There are many types: charter (eg big five), quasi-banks,
           government (BDC, EDC), investment
           Need assets to secure the funds
             Your house
             Your receivables

           They do not take risks   they are lenders, not investors

           They are very useful at various times but look for the collateral
             After you file income tax, an SRED claim is collateral
             After you ship, accounts receivable is collateral
             After you own inventory, its collateral
             Etc.

           RISK if the plan fails, you could lose your house!
           Reward non-dilutive to your ownership, use someone else
                                                           money
Slide 41                                                                       Lead to Win
Government

      Government Funding
           Policy based, such as employment driven
           Long gestation cycle, may take a year
           Funds arrive in buckets (they can run out part way through the
           year)
           Competitive in nature your proposal must be better than others
           Avoid people who promise to get you funding
           Watch out for repayable loans, they have expensive reporting
           requirements

      RISK As long as you complete the project as outlined,
      little risk
      Reward Non-dilutive source of funds




Slide 42                                                                Lead to Win
Government (continued)

      SDTC         Sustainable Development Technology Canada
           Projects must demonstrate new technology with environmental
           sustainability
           Collaborative with industry/academic partner


      ETF        Emerging Technologies Fund
           For Ontario innovation
           Clean technology, life sciences, digital media, information
           communication technology
           Passive equity investment


      OCE         Ontario Centers for Excellence
           Funds for research, commercialization and talent
           Must collaborate with academic initiation

Slide 43                                                                 Lead to Win
Government (continued)

      OCE Investment Accelerator Fund
        Seed money preparing company for first round funding
        Joint between MARS in Toronto & ministry
        For Ontario innovation, clear path to commercialization
      IDF Innovation Demonstration Funds
        Environmentally friendly technologies
        Ontario based, global market, tested technology
        Combined grant and debt vehicle
      SADI Strategic Aerospace Defense Initiative
       Aerospace & defense activities
       Working with research and academic institutions
       Promotes innovation
       Contributes % of expenses, repayable royalty

Slide 44                                                          Lead to Win
Government (continued)


           IRAP    Industrial Research Assistance Program
            Help small/medium business commercialize IP
            Typically provide < $200k


           Market Access Program
            Global expansion for small/medium business in Ontario
            More than 5 employees and minimum $500k
            Eligible for trade shows, market research etc. up to $30k per
            project to a max of 50% of costs




Slide 45                                                                    Lead to Win
R&D tax credit program


           Combined tax credits available to qualifying Canadian
           Controlled Private Corporations (CCPCs):
            Claim is filed annually via corporate tax return (after money is
            spent)
            35% enhanced refundable credit on first $3 million
            20% on balance (may be partially refundable)
            Taxable income and taxable capital tests must be met to qualify
            Additional credits available from Provinces
            Deadline to file a claim is 18 months after fiscal year end
            Must have documentation & evidence that criteria are met




Slide 46                                                                   Lead to Win
Capital Pool Company (CPC)

           Capital Pool Company (CPC) publically traded company with
           cash and no operations
           Exists as vehicle for small business to obtain funds and become
           public
           A TSX Venture Exchange program
           Filing and clearing of a prospectus, completion of an IPO and

           Agreement in principle in respect of a proposed qualifying
           transaction
           Provides entry-level public vehicle for small businesses
           Public offering is a minimum of $200K and maximum of $1,900K.
           Gives access to future equity financing
           Expensive process legal and compliance requirements


Slide 47                                                                     Lead to Win
Strategic investment


           Possibly at later stage
           Equity financing form strategic investor
           Motivated by business/strategy/fit as opposed to
           financial opportunity
           Complementary to your business?
           Consider whether this might limit potential for future
           financing/exit




Slide 48                                                            Lead to Win
Initial Public Offering (IPO)


           Co offers common shares to the general public, in CDN
           or US
           Typically when revenue growth & profitability trending
           very positive
           Need underwriter, lawyers, accountants
           Complex, costly legal process involving filing of

           Process takes 3-6 months, completion depends on
           market conditions
           Provides liquidity exit to investors and cash to company
           for growth acquisitions, etc.

Slide 49                                                         Lead to Win
cash?
      What is your business model??

       No revenue, small costs
       No revenue, lots of costs
       Revenue from services while concurrently developing product
       One partner has a job and pays the rest to develop product
       Revenue from customers at the outset
       Revenue from R&D and selling IP
       Revenue from selling product or service that complements a large
      firm's product or service

       There are many business models!




Slide 50                                                                  Lead to Win
Key Takeaways


           Family is as important as the firm
           Know your limits
           Many sources of funding exist
           Plan for it to take 2x in time and cost 2x in funds than
           your forecast
           Things change as you grow, be prepared to exploit
           changes

           community




Slide 51                                                              Lead to Win
Two Friends with a Plan


           Person 1   Bill is a new PhD grad who has been doing

           low analog signals
           Person 2 James is a test and measurement industry
           veteran with experience in selling and marketing
           products to semiconductor firms world wide
           Opportunity

           the emerging green automobile market.
           Implementation to create, build and sell a new

           sector

Slide 52                                                      Lead to Win
Background on James


           Age 40
           Married for 15 years with two children, a girl 14 and a
           boy 10
           Comfortable life, low debt load (can afford a $100k
           loan)
           No significant retirement savings for James
           Spouse works for Fed Gov ($60k per year)
           Always talked about starting his own business
           Met Bill through a university industry project and liked
           him and his technology


Slide 53                                                         Lead to Win
Becoming an Entrepreneur - James


           Pros                              Cons
            Living the dream!                 Give up on a full time job and
            Build a firm my way               lose $100k income
            Possible comfortable living or    Go into debt for $100k
            exit in excess of $1m             Work very long hours
            Innovative IP                     Not see the family
            Knows how to sell
                                              industry




                   out of work for 12 months and a $100k debt

Slide 54                                                                       Lead to Win
Sharing with the family - James

           Describe the plan
            Describes thinking and planning with spouse and children
            Lets them describe their thoughts (may take weeks)
           The expectations
            Articulates the expectations borrow $100k
            Work long hours, never home for dinner or always home for
            dinner but work in the evening??
            No vacations etc. because of low funds
           The exit
            Establish the clear quit point     after 2 years if no sales then will
            go find a firm to work for . . .
           The contract
            Write it all down and everyone signs even the dog


Slide 55                                                                         Lead to Win
Personal/Family Budget

                              Jan          Feb           March          April           May           June          July          Aug          Sept          Oct           Nov           Dec           Year

INCOME
Wages                          3,000.00                                                                                                                                                                3,000.00
Interest/dividends                                                                                                                                                                                         0.00
Miscellaneous                                                                                                                                                                                              0.00
Income totals                 3,000.00           0.00        0.00               0.00          0.00           0.00          0.00         0.00          0.00         0.00          0.00          0.00    3,000.00
EXPENSES
Home
Mortgage/rent/taxes                                                                                                                                                                                        0.00
Utilities                       500.00                                                                                                                                                                   500.00
Home and mobile telephone       150.00                                                                                                                                                                   150.00
Food                            700.00                                                                                                                                                                   700.00
Clothes and cleaning                                                                                                                                                                                       0.00
Entertainment                   500.00                                                                                                                                                                   500.00
Car, Bus, Fuel                  500.00                                                                                                                                                                   500.00
Insurance                       300.00                                                                                                                                                                   300.00
Health                           50.00                                                                                                                                                                    50.00
Subscriptions                                                                                                                                                                                              0.00
Dues                                                                                                                                                                                                       0.00
Charity                                                                                                                                                                                                    0.00
Recreation                                                                                                                                                                                                 0.00
Team dues                                                                                                                                                                                                  0.00
Courses                                                                                                                                                                                                    0.00
Kids Stuff                       400.00                                                                                                                                                                  400.00
Vacations                          0.00           0.00        0.00               0.00          0.00          0.00          0.00         0.00          0.00          0.00          0.00          0.00       0.00
Home totals                   3,100.00           0.00        0.00               0.00          0.00           0.00          0.00         0.00          0.00         0.00          0.00          0.00    3,100.00



Financial obligations
Long-term savings                                                                                                                                                                                             0.00
Retirement (401k, Roth IRA)                                                                                                                                                                                   0.00
Credit card payments                                                                                                                                                                                          0.00
Line of Credit                                                                                                                                                                                                0.00
Other obligations                                                                                                                                                                                             0.00
Financial obligation totals         0.00         0.00        0.00               0.00          0.00           0.00          0.00         0.00          0.00         0.00          0.00          0.00           0.00


Misc. payments
 Other                                                                                                                                                                                                        0.00
 Other                                                                                                                                                                                                        0.00
 Other                                                                                                                                                                                                        0.00
 Other                                                                                                                                                                                                        0.00
 Other                                                                                                                                                                                                        0.00
Misc. payments totals               0.00         0.00        0.00               0.00          0.00           0.00          0.00         0.00          0.00         0.00          0.00          0.00           0.00



Total expenses                 3,100.00          0.00            0.00           0.00          0.00           0.00          0.00         0.00          0.00         0.00          0.00          0.00    3,100.00

Cash short/extra                -100.00          0.00            0.00           0.00          0.00           0.00          0.00         0.00          0.00         0.00          0.00          0.00     -100.00


  Slide 56                                                                                                                                                                                 Lead to Win
Funding - Needs and Sources

           Year 1     capital $100k (see spreadsheet)
            Bill stays at university to teach and continue research (prototype)
              Applies for NSERC to pay him for 1 year
            James consults half time (all goes into firm)
              Builds business plan, researches funding options
            Firm applies for IRAP support, meets with OCE
              Firm is incorporated, shareholder agreements, etc prepared, taxes filed
              All costs deferred by lawyers and accountants
              IRAP supports technical intelligence search, OCRI supports business
              intelligence search firm closes in on marketing plan and business plan
           Year 2     capital $100k (see spreadsheet)
            Bill stops teaching, works on product full time, paid by OCE research
            James stops consulting, leads firm full time, draws no salary
            Firm hires first two key technical people, rest on contracts
              Firm completes prototype to show to potential customers (auto parts)
              IRAP supports project to 75% of salaries and contractors
              Capital is used to pay for rent (cheap building), material etc


Slide 57                                                                                Lead to Win
Company                                               Cash Flow Forecast, Yr 1

           Company Name                                                           In Thousands                                     Cash Flow Projection
           Prepared By:                                                            For the Year Ending:                                                                  Date:

                               Month   -1         1           2         3             4          5         6         7         8         9         10         11            12         Total
           Cash Receipts:
            Cash Receipts:
            Act Pay Receipts                                                                                                                                                                     0
            Loans                                                                                                                                                                                0
            Government Forecast                                                                                                                                                                  0
            Other (James contract)                                10        10            10         10        10        10        10        10         10         10            10            120
           Total Cash Receipts               0           0        10        10            10         10        10        10        10        10         10         10            10            120
           Cash Disbursements:
           Company - Direct Labour                                                                                                                                                               0
            Fringe Benefits                                                                                                                                                                      0
            Material Purchases                                                                                                                                                                   0
            Overheads - Utilities                                                                                                                                                                0
             Rent / Mortgage                                                                                                                                                                     0
             Insurance                                                                                                                                                                           0
             Property Taxes                                                                                                                                                                      0
             Office Supplies                                                                                                                                                                     0
             Automobile                                                                                                                                                                          0
             Travel                                                                                                                                                                              0
             Maintenance                               0.1        0.1       0.1           0.1        0.1       0.1       0.1       0.1       0.1        0.1        0.1           0.1           1.3
            Admin - Salaries                                                                                                                                                                     0
             Professional Fees                                                                                                                                                                   0
             Advertising                                                                                                                                                                         0
             Interest & Bank Charge                                                                                                                                                              0
            Income Taxes                                                                                                                                                                         0
            Fixed Asset Additions                                                                                                                                                                0
            Loan Repayment                                                                                                                                                                       0
            Other Company Costs                                                                                                                                                                  0
           Company Exp Sub-Total             0         0.1        0.1       0.1           0.1        0.1       0.1       0.1       0.1       0.1        0.1        0.1           0.1           1.3
           Employee Expenses
            Salaries - Position 1                                                                                                                                                             0
            Salaries - Position 2
            Salaries - Position 3
                                                                                                                                                                                              0
                                                                                                                                                                                              0       !
            Salaries - Position 4                                                                                                                                                             0
            Salaries - Position 5                                                                                                                                                             0
            Subcontractor / Cons 1                                                                                                                                                            0
            Subcontractor / Cons 2                                                                                                                                                            0
            Project Material                                                                                                                                                                  0
            Rental Equipment                                                                                                                                                                  0
            Project Travel                                                                                                                                                                    0
            Project Overhead                                                                                                                                                                  0
            Other Project Costs                                                                                                                                                               0
           Exp Sub-Total                      0           0       0         0             0          0         0         0         0         0          0         0              0            0
           Total Disbursements                0         0.1     0.1       0.1           0.1        0.1       0.1       0.1       0.1       0.1        0.1       0.1            0.1          1.3
           Net Cash Over (Short)              0       -0.1      9.9       9.9           9.9        9.9       9.9       9.9       9.9       9.9        9.9       9.9            9.9        118.7
           Cash Balance, Beginning          100        100     99.9     109.8         119.7      129.6     139.5     159.3     169.2     179.1       189      198.9          208.8
           Cash Balance, Ending             100       99.9    109.8     119.7         129.6      139.5     149.4     169.2     179.1      189      198.9      208.8          218.7



Slide 58                                                                                                                                                                                             Lead to Win
Company                                        Cash Flow Forecast, Yr 2

           Company Name                                                      In Thousands                                        Cash Flow Projection
           Prepared By:                                                       For the Year Ending:                                                                   Date:

                                  Month   -1       1       2        3            4          5        6          7          8          9          10        11           12          Total
           Cash Receipts:
            Cash Receipts:
            Act Pay Receipts                                                                                                                                                                  0
            Loans                                                                                                                                                                             0
            Government Forecast                                18       18           18         18        18         10         10         10         10        10            10            168
            Other (specify)                                                                                                                                                                   0
           Total Cash Receipts                 0       0       18       18           18         18        18         10         10         10         10        10            10            168
           Cash Disbursements:
           Company - Direct Labour                                                                                                                                                            0
            Fringe Benefits                                                                                                                                                                   0
            Material Purchases                                                                                                                                                                0
            Overheads - Utilities                                                                                                                                                             0
             Rent / Mortgage                           2       2        2            2          2          2          2          2          2          2         2             2             26
             Insurance                                                                                                                                                                        0
             Property Taxes                                                                                                                                                                   0
             Office Supplies                           2       2        2            2          2          2          2          2          2          2         2             2             26
             Automobile                                                                                                                                                                       0
             Travel                                                                                                                                                                           0
             Maintenance                               2       2        2            2          2          2          2          2          2         2         2              2             26
            Admin - Salaries                                                                                                                                                                  0
             Professional Fees                                                                                                                                                                0
             Advertising                                                                                                                                                                      0
             Interest & Bank Charge                                                                                                                                                           0
            Income Taxes                                                                                                                                                                      0
            Fixed Asset Additions                                                                                                                                                             0
            Loan Repayment                                                                                                                                                                    0
            Other Company Costs                                                                                                                                                               0
           Company Exp Sub-Total               0       6       6        6            6          6          6          6          6          6          6         6             6             78
           Employee Expenses
            Salaries - Position 1
            Salaries - Position 2
                                                       5
                                                       5
                                                               5
                                                               5
                                                                        5
                                                                        5
                                                                                     5
                                                                                     5
                                                                                                5
                                                                                                5
                                                                                                           5
                                                                                                           5
                                                                                                                      5
                                                                                                                      5
                                                                                                                                 5
                                                                                                                                 5
                                                                                                                                            5
                                                                                                                                            5
                                                                                                                                                      5
                                                                                                                                                      5
                                                                                                                                                                5
                                                                                                                                                                5
                                                                                                                                                                               5
                                                                                                                                                                               5
                                                                                                                                                                                              65
                                                                                                                                                                                              65
                                                                                                                                                                                                      ??
            Salaries - Position 3                                                                                                                                                              0
            Salaries - Position 4                                                                                                                                                              0
            Salaries - Position 5                                                                                                                                                              0
            Subcontractor / Cons 1                     7       7        7             7          7         7                                                                                  42
            Subcontractor / Cons 2                     7       7        7             7          7         7                                                                                  42
            Project Material                                                         30         30                                                                                            60
            Rental Equipment                                                          3          3         3          3          3          3          3         3             3              30
            Project Travel                                                                                                                                                                     0
            Project Overhead                                                                                                                                                                   0
            Other Project Costs                                                                                                                                                                0
           Exp Sub-Total                      0       24      24       24           57         57          27         13         13         13      13        13              13             304
           Total Disbursements                0       30      30       30           63         63          33         19         19         19      19        19              19             382
           Net Cash Over (Short)              0      -30     -12      -12          -45        -45         -15         -9         -9         -9      -9        -9               -9           -214
           Cash Balance, Beginning        218.7    218.7   188.7    176.7        164.7      119.7        74.7       58.7       49.7       40.7    31.7      22.7             13.7
           Cash Balance, Ending           218.7    188.7   176.7    164.7        119.7       74.7        59.7       49.7       40.7       31.7    22.7      13.7              4.7




Slide 59                                                                                                                                                                                           Lead to Win
Funding - Needs and Sources


           Year 3 capital $0k, need another $300k (see
           spreadsheet)
            Bill joins firm full time, no salary
            James with firm full time, no salary
            Firm signs first customer order but product needs a complete redesign
              Contract worth $100k
              Funding from??, Angels, customer, supplier?

           Year 4      capital $500k
            Bill and James draw a modest salary, $40k ea
            Firm ramps business to $1m
              Firm signs second customer
              EDC and BDC and bank support SRED, accounts receivable, etc
              Capital is used to pay for rent (cheap building), material, salaries etc
              Still cash flow negative but burn is reducing


Slide 60                                                                                 Lead to Win
Company                                               Cash Flow Forecast, Yr 3

       Company Name                                                             In Thousands                                     Cash Flow Projection
       Prepared By:                                                              For the Year Ending:                                                                Date:

                              Month   -1         1         2         3              4          5        6        7          8          9          10        11          12          Total
       Cash Receipts:
        Cash Receipts:
        Act Pay Receipts                                                                                    50                              50                                              100
        Loans                                                                                                                                                                                 0
        Government Forecast                          40                                                     10        10         10                                                          80
        Other (ANGEL)                                          30         30             30        30       30        30         30         30         30                                   300
       Total Cash Receipts                  0        40        30         30             30        30       90        40         40         80         30        0             0            480
       Cash Disbursements:
       Company - Direct Labour                                                                                                                                                                0
        Fringe Benefits                                                                                                                                                                       0
        Material Purchases                                                                                                                                                                    0
        Overheads - Utilities                                                                                                                                                                 0
         Rent / Mortgage                              2         2          2              2        2        2          2          2          2          2        2             2             26
         Insurance                                                                                                                                                                            0
         Property Taxes                                                                                                                                                                       0
         Office Supplies                              2         2          2              2        2        2          2          2          2          2        2             2             26
         Automobile                                                                                                                                                                           0
         Travel                                                                                                                                                                               0
         Maintenance                                  2         2          2              2        2        2          2          2          2         2         2             2             26
        Admin - Salaries                                                                                                                                                                      0
         Professional Fees                                                                                                                                                                    0
         Advertising                                                                                                                                                                          0
         Interest & Bank Charge                                                                                                                                                               0
        Income Taxes                                                                                                                                                                          0
        Fixed Asset Additions                                                                                                                                                                 0
        Loan Repayment                                                                                                                                                                        0
        Other Company Costs                                                                                                                                                                   0
       Company Exp Sub-Total                0         6         6          6              6        6        6          6          6          6          6        6             6             78
       Employee Expenses
        Salaries - Position 1                         5         5          5              5        5        5          5          5          5         5         5                           60
        Salaries - Position 2                         5         5          5              5        5        5          5          5          5         5         5                           60
        Salaries - Position 3                         5         5          5              5        5        5          5          5          5         5         5                           60
        Salaries - Position 4                                                                                                                                                                 0
        Salaries - Position 5                                                                                                                                                                 0
        Subcontractor / Cons 1                        7         7          7              7        7        7                                                                                42
        Subcontractor / Cons 2                        7         7          7              7        7        7                                                                                42
        Project Material                                                                                              30         30                                                          90
        Rental Equipment                                                                  3         3       3          3          3          3          3        3                           27
        Project Travel                                                                                                                                                                        0
        Project Overhead                                                                                                                                                                      0
        Other Project Costs                                                                                                                                                                   0
       Exp Sub-Total                         0        29       29         29             32       32      32           48         48        18      18         18               0           381
       Total Disbursements                   0        35       35         35             38       38      38           54         54        24      24         24               6           459
       Net Cash Over (Short)                 0         5        -5         -5             -8       -8      52         -14        -14         56       6       -24              -6            21
       Cash Balance, Beginning             4.7       4.7       9.7        4.7           -0.3     -8.3   -16.3        21.7        7.7       -6.3    49.7      55.7            31.7
       Cash Balance, Ending                4.7       9.7       4.7       -0.3           -8.3    -16.3    35.7         7.7       -6.3       49.7    55.7      31.7            25.7


Slide 61                                                                                                                                                                                          Lead to Win
Overall Review


           Clearly communicate specifics with your family
           Understand the basics of corporate ownership
           Amount of funding depends on business model        risk/reward
           tradeoff
           Sources of funding - at each stage of life cycle
                 Angels, friends and family
                 Venture capital
                 Banks
                 Government
                 R&D tax incentives
                 Capital pool company
                 Strategic investment
                 IPO
             Calculate your personal budget and corporate cash flow forecast
Slide 62                                                                    Lead to Win
Slide 63   Lead to Win
Day 3 takeaways
           October 27, 2011

           Janice Singer and Deborah Dexter




Slide 64                                      Lead to Win
Day 3 takeaways




Slide 65          Lead to Win

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Lead to Win Day 3 Opportunity Assessments

  • 1. Welcome to Lead to Win Thursday, October 27, 2011 Slide 1 Lead to Win
  • 2. Day 3 David Hudson Day 3 opportunity (Carleton) assessments David Hudson Reviewers comments (Carleton) Eric Dormer (Dawnsuite Communications) Founders Club welcome & Jason Daley (UcreateMedia) Tony Bailetti Growth & Days 4-6 (Carleton) Funding your startup (Deloitte & Touche LLP) Janice Singer & Deborah Dexter (IRAP) Day 3 takeaway messages Wrap-up Slide 2 Lead to Win
  • 3. Day 3 Opportunity Assessments October 27, 2011 David Hudson Slide 3 Lead to Win
  • 4. Ottawa-Gatineau experience Jun Aug Nov Mar Jun Nov Nov Total 09 09 09 10 10 10 11 Applicants 82 66 98 69 41 49 59 464 123 Day 1 accepts 62 46 55 49 35 29 46 322 4 wks 456 Day 4 accepts 51 35 44 37 22 18 ? 207 Admitted to Phase 3 (passed Day 6) Opportunity development Founders 39 27 34 26 14 13 ? 153 Deal development New startups 30 19 21 18 11 11 ? 110 75 start-ups active as of October 15, 2011 Slide 4 Lead to Win
  • 5. Day 3 opportunity reviews Criteria and process to assess opportunities set by representatives of nine LTW Strategic Associates Part A - scoring 1. CUSTOMER VALUE 2. COMPETITIVE 3. PARTNER VALUE Part B - Part C - substantive feedback to opportunity proponents Scoring of 1/2/3 Green: OK Yellow: OK with a specific action Red: Considerable work still required Reds are not invited to join Days 4-6 Slide 5 Lead to Win
  • 6. 28 Reviewers 1. Consumer products 3. Internet services A (Daisy, 1st floor) (Blue, 2nd floor) Line Brabant (LINE Hanan Anis (uOttawa) International) Mark Antaya (Investors) Chris Cope (City of Ottawa) Rob Collins (YearOne Labs) Dan Istead (Fed Government) Llynne Plante (IRAP) Christine McCrady (RBC) Jonathan Wells (Carleton) 2. HW & SW products 4. Internet services B (Marigold, 1st floor) (Red, 2nd floor) Peter Carbone (PJCI) Elizabeth Gilhooly (Nuvance) John Fielding (OCE) Claude Haw (VentureCoaches) Farzi Khazai (Tech Gemini) Harriet Waterman (IRAP) Raina Sharma (BDC) Michael Weiss (Carleton) Stoyan Tanev (U Southern Denmark) Slide 6 Lead to Win
  • 7. 28 Reviewers (continued) 5. Services 6. Special (Violet, 1st floor) (Lilac, 3rd floor) Saad Bashir (City of Ottawa) Diane Isabelle (National Candace Enman (Welch Research Council) Group) Carole Lair (OCRI) Fiona Gilligan (Fiona Karen Letain (ETIS Gilligan) Technologies) David Hudson (Carleton) Steven Muegge (Carleton) Sophia Leong (Industry Ian Scott (City of Ottawa) Canada) Slide 7 Lead to Win
  • 8. Process Presentations are made only to panel of reviewers 20 minutes is allocated to each opportunity. 20 minutes is a hard limit. Lead reviewer is responsible for: Distributing / collecting Opportunity Assessment Forms Assigning ID codes to reviewers to guarantee reviewer anonymity Keeping time and smooth running of the reviews Ensuring forms are properly completed Dealing with issues Improving the opportunity assessment process Each reviewer rates each opportunity independently before the next group/individual is allowed into the room If reviewers and opportunity proponents wish to exchange cards, arrange follow ups, etc.; they should do so during lunch or the social and not take time away from the assessment process Slide 8 Lead to Win
  • 9. Suggested time allocation We suggest Set up time and niceties: 2 minutes Presentation: 10 minutes Q & A: 5 minutes Day 3 Opportunity Assessment form completion: 3 minutes Up to Review Panel Slide 9 Lead to Win
  • 10. Lead to Win Founders Club Co-chairs: Eric Dormer & Jason Daley Slide 11 Lead to Win
  • 11. Blueprint to growth (one more time) October 27, 2011 Tony Bailetti Slide 12 Lead to Win
  • 12. Distinct functions of entrepreneurs 1. Responds to existing or future profit opportunities, all of which consists of price differentials P1 P2 Sales of: Resources & Decisions to Expects P2 > P1 processes employ resources & processes 2. Acts to move away or destroy her/his present state Seeks autonomy Authors relationships Makes declarations Slide 13 Lead to Win
  • 13. Four key skills Make decisions when future is unknowable Identify, create, shape, develop and refine opportunity Acquire and combine resources products, services, solutions, processes Slide 14 Lead to Win
  • 14. Blueprint to grow revenue Raise bar Get house in Divest what adds no value Get legal, cash, IP & order personal affairs right Act based on results/facts Revenue Secure Close deals for 6+ jobs commitment Implement growth formula Increase # & diversity of Create mind share around players that make money when you sell Overcome does what it does Develop differentiators for consumption Lever talent, technology & which customers pay resources worldwide Keep pace delivering value to barriers Lower cost of customer customers & players Skills acquisition & go to market Select right competitors $ Access/reach Time Slide 15 Lead to Win
  • 15. Inventory of growth formulas for small companies 1. Help strong customers grow 2. Bring innovation to market as complementary offer 3. Apply good technology developed by others to different markets 4. Sell services to niche first & then develop & sell product 5. Demonstrate offer works, sell to first customers, & identify profitable business model at the price first customers are willing to pay 6. Demonstrate that offers provides value to users & economic benefits to customers & can be delivered at a profit Slide 16 Lead to Win
  • 16. Inventory of growth formulas (continued) 7. Make competition irrelevant by concurrently delivering 2X the value at half the cost 8. Sell to narrow niche, cross-sell, then fill higher order needs 9. Sell to customers in mature markets abandoned by incumbents 10. Fill gaps that occur when migrating from an old to new system 11. Resell services in geographies that are too expensive for other service providers Slide 17 Lead to Win
  • 17. Days 4-6 overview October 27, 2010 Tony Bailetti Slide 18 Lead to Win
  • 18. Tasks Harden and strengthen opportunity Prepare presentation for Day 6 assessment Self assess presentation using 7 dimensions Expand network Attend social and engage Gain knowledge to establish and grow tech business Review and apply Day 1-3 course material Gain confidence, encouragement and motivation Interact with peers Build foundation to sell to first customers Identify first customers Slide 19 Lead to Win
  • 19. Days 4-6 Day 4 Legal issues Business models Entering a market, lessons from an entrepreneur Day 5 Team and steering, lessons from an entrepreneur Operations, lessons from an entrepreneur From idea to management to sale, lessons from an entrepreneur Day 6 Day 6 Opportunity Assessment IRAP services to companies Social where we hand out LTW Certificates of Achievement Slide 20 Lead to Win
  • 20.
  • 21. Agenda So, you want to be an entrepreneur Funding your firm and your family Your runway Sources of funding Key take aways Scenario Slide 22 Lead to Win
  • 22. Funding your firm and your family Upon completion, You will know . . . What it means to be an Entrepreneur How to separate family and firm How much money you need and when How much risk is for you Sources of funding You will know how to . . . Take stock of your personal and professional situation Engage your family in the process Understand your funding sources Slide 23 Lead to Win
  • 23. Becoming an entrepreneur Pros Cons What are these How high are these ?????? Slide 24 Lead to Win
  • 24. Becoming an entrepreneur Pros Cons Living the dream! Give up on a full time job and Build a firm my way lose $100k income Possible comfortable living or Go into debt for $100k exit in excess of $1m Work very long hours Innovative IP Not see the family Capitalize on your strengths Learning process out of work for 12 months and a $100k debt Slide 25 Lead to Win
  • 25. Sharing with the family This is a dialog! The plan Describes your thinking and planning Lets them describe their thoughts (may take weeks) The expectations Articulate your expectations, listen to their expectations Describe the time invested Describe financial expectations and situation The exit Establish your exit plan, with clear exit event or point The contract Take the time and write it down and refer to it monthly Slide 26 Lead to Win
  • 26. Sharing with the family Describe the plan I would like to do this . . . (Start a firm, test equipment, etc) The expectations Articulates the expectations borrow $100k Work long hours, never home for dinner or always home for dinner but work in the evening?? No vacations etc because of low funds Family response They agree to do . . . (Look after the family single handedly) The exit Establish the clear quit point after 2 years if no sales then will go find a firm to work for . . . The contract Write it all down and everyone signs even the dog Slide 27 Lead to Win
  • 27. Find a trusted confidant to talk to when things are going well, so you can confide when things are bad spouses are not a good choice Constantly looking for funds Never pass up funds because you think you have enough Ever opportunity must be taken Driving the direction of the firm Dealing with challenging employees Selling to customers Extreme highs and extreme lows Slide 28 Lead to Win
  • 28. Setting up the firm Stock structure capital structure Shareholder rights, drag alongs Incorporation What happens if you leave What happens if you fire your partner Slide 29 Lead to Win
  • 29. Business corporation basics Ownership is separate from management Appoint Shareholders Board is responsible to manage or supervise the business affairs and may Auditor Elect delegate its authority to management Appoint Board of Directors As a startup, you likely are all three, but need to Appoint understand the different rights and responsibilities Audit Committee Management / Company Appoint Internal Auditor Hire Retain Employees Consultants & Advisors Slide 30 Lead to Win
  • 30. Different funding for different firms Consulting firms Require virtually zero capital to start, usually all intellectual property is in the heads of the employees Intellectual property license firms Require minimal capital to build, usually the first invention (patent) can be built with a couple of people with product launch via license or lawsuit Internet and mobile app firms Require minimal capital to build, usually the product development can be completed by a couple of people with product launch via the web Software firms Require intermediate amounts of capital to build, because of longer product development cycle, however, fixes can be applied after product launch Hardware firms Require the most amount of capital to build, because of the longer cycle coupled with any hardware rework costing significant time and money to implement Slide 31 Lead to Win
  • 31.
  • 32. Without cash Stress? You need a $ platform to keep you whole! Without cash How much?! Too little you choke, too much you waste it. How much $$ do you need? When do you need the $$ It takes two plans Family and Firm Slide 33 Lead to Win
  • 33. Cash Flow and Risk are intertwined Family Understand how much it costs to live Prepare the family budget (even if its just you) What can you live with? Business Understand how much it costs to build Prepare a business cash flow forecast Be pessimistic (2x the time and 2x the cost) Know the bottom line costs Slide 34 Lead to Win
  • 34. Example : monthly cash flow plan Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec CASH OUTFLOWS Rent (600) (600) (600) (600) (600) (600) (600) (650) (650) (650) (650) (650) Utilities 0 (50) 0 (50) 0 (30) 0 (30) 0 (30) 0 (50) Phone and Internet (40) (40) (40) (40) (40) (40) (40) (40) (40) (40) (40) (40) Materials 0 0 0 (200) (500) 0 0 0 0 0 0 0 Testing 0 0 0 0 0 0 (500) 0 0 0 0 0 Advertising 0 0 0 0 0 0 0 (400) 0 0 0 0 TOTAL CASH OUTFLOWS (640) (690) (640) (890) (1140) (670) (1140) (1120) (690) (720) (690) (740) CASH INFLOWS Savings 6000 0 0 0 0 0 0 0 0 0 0 0 Government Grant 0 0 0 0 0 0 0 0 500 0 0 500 Family loan 0 0 0 0 0 0 0 0 0 0 5000 0 TOTAL CASH INFLOWS 6000 0 0 0 0 0 0 0 500 0 5000 500 Opening balance 6000 5360 4670 4030 3140 2000 1330 190 (930) (1120) (1840) 2470 Closing balance 5360 4670 4030 3140 2000 1330 190 (930) (1120) (1840) 2470 2230 Slide 35 Lead to Win
  • 35. Example of cash flow projections Company Name Forecast operating results & cash flow from operations Currency $ 000 s Forecast For Years Ending (Month and Day) Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Revenue xxx xxx xxx xxx xxx xxx COGS xxx xxx xxx xxx xxx xxx Gross Profit xxx xxx xxx xxx xxx xxx Operating expenses xxx xxx xxx xxx xxx xxx Operating expenses 1 xxx xxx xxx xxx xxx xxx Operating expenses 2 xxx xxx xxx xxx xxx xxx Operating expenses 3 xxx xxx xxx xxx xxx xxx Total operating expenses xxx xxx xxx xxx xxx xxx Operating income/(loss) EBIT xxx xxx xxx xxx xxx xxx Interest expense xxx xxx xxx xxx xxx xxx Earnings (loss) before tax xxx xxx xxx xxx xxx xxx Income tax xxx xxx xxx xxx xxx xxx Net income (loss) xxx xxx xxx xxx xxx xxx Operating income/(loss) EBIT xxx xxx xxx xxx xxx xxx Add: Depreciation /amortization xxx xxx xxx xxx xxx xxx EBITDA xxx xxx xxx xxx xxx xxx Less: Cash taxes xxx xxx xxx xxx xxx xxx Less: Working capital investment xxx xxx xxx xxx xxx xxx Less: Capital expenditures xxx xxx xxx xxx xxx xxx Cash flow from operations xxx xxx xxx xxx xxx xxx Slide 36 Lead to Win
  • 36. Sources of funding You build runway with $$ Angels, friends and family Venture Capital Banks Government Strategic Investment Capital Pool Company (CPC) Initial Public Offering (IPO) Slide 37 Lead to Win
  • 37.
  • 38. Angels, friends and family Earliest investors Desire for privacy makes them difficult to identify/find Deploy small amounts ($10k 500k) Longer term investment horizon, often with high return expectations Provide funds for product development Provide cash for common shares, convertible debt Valuation of shares a question May provide services for shares Need a shareholder agreement to set out the terms Slide 39 Lead to Win
  • 39. Venture capital Equity investor looking for high growth over 5-10 years VC Status Canadian VC LP system is in distress WW VC funding is reducing to pre-2000 levels (half the current rate) Number of VC firms and funding to be reduced to 50% of current levels Expectation that it will be significantly more difficult raise funding than even today VC Game Experienced teams, large markets, significant traction Eat a share of your firm every time they invest Leave you with 1 or 2%!!! You may be pushed aside Risk Slide 40 Lead to Win
  • 40. Banks There are many types: charter (eg big five), quasi-banks, government (BDC, EDC), investment Need assets to secure the funds Your house Your receivables They do not take risks they are lenders, not investors They are very useful at various times but look for the collateral After you file income tax, an SRED claim is collateral After you ship, accounts receivable is collateral After you own inventory, its collateral Etc. RISK if the plan fails, you could lose your house! Reward non-dilutive to your ownership, use someone else money Slide 41 Lead to Win
  • 41. Government Government Funding Policy based, such as employment driven Long gestation cycle, may take a year Funds arrive in buckets (they can run out part way through the year) Competitive in nature your proposal must be better than others Avoid people who promise to get you funding Watch out for repayable loans, they have expensive reporting requirements RISK As long as you complete the project as outlined, little risk Reward Non-dilutive source of funds Slide 42 Lead to Win
  • 42. Government (continued) SDTC Sustainable Development Technology Canada Projects must demonstrate new technology with environmental sustainability Collaborative with industry/academic partner ETF Emerging Technologies Fund For Ontario innovation Clean technology, life sciences, digital media, information communication technology Passive equity investment OCE Ontario Centers for Excellence Funds for research, commercialization and talent Must collaborate with academic initiation Slide 43 Lead to Win
  • 43. Government (continued) OCE Investment Accelerator Fund Seed money preparing company for first round funding Joint between MARS in Toronto & ministry For Ontario innovation, clear path to commercialization IDF Innovation Demonstration Funds Environmentally friendly technologies Ontario based, global market, tested technology Combined grant and debt vehicle SADI Strategic Aerospace Defense Initiative Aerospace & defense activities Working with research and academic institutions Promotes innovation Contributes % of expenses, repayable royalty Slide 44 Lead to Win
  • 44. Government (continued) IRAP Industrial Research Assistance Program Help small/medium business commercialize IP Typically provide < $200k Market Access Program Global expansion for small/medium business in Ontario More than 5 employees and minimum $500k Eligible for trade shows, market research etc. up to $30k per project to a max of 50% of costs Slide 45 Lead to Win
  • 45. R&D tax credit program Combined tax credits available to qualifying Canadian Controlled Private Corporations (CCPCs): Claim is filed annually via corporate tax return (after money is spent) 35% enhanced refundable credit on first $3 million 20% on balance (may be partially refundable) Taxable income and taxable capital tests must be met to qualify Additional credits available from Provinces Deadline to file a claim is 18 months after fiscal year end Must have documentation & evidence that criteria are met Slide 46 Lead to Win
  • 46. Capital Pool Company (CPC) Capital Pool Company (CPC) publically traded company with cash and no operations Exists as vehicle for small business to obtain funds and become public A TSX Venture Exchange program Filing and clearing of a prospectus, completion of an IPO and Agreement in principle in respect of a proposed qualifying transaction Provides entry-level public vehicle for small businesses Public offering is a minimum of $200K and maximum of $1,900K. Gives access to future equity financing Expensive process legal and compliance requirements Slide 47 Lead to Win
  • 47. Strategic investment Possibly at later stage Equity financing form strategic investor Motivated by business/strategy/fit as opposed to financial opportunity Complementary to your business? Consider whether this might limit potential for future financing/exit Slide 48 Lead to Win
  • 48. Initial Public Offering (IPO) Co offers common shares to the general public, in CDN or US Typically when revenue growth & profitability trending very positive Need underwriter, lawyers, accountants Complex, costly legal process involving filing of Process takes 3-6 months, completion depends on market conditions Provides liquidity exit to investors and cash to company for growth acquisitions, etc. Slide 49 Lead to Win
  • 49. cash? What is your business model?? No revenue, small costs No revenue, lots of costs Revenue from services while concurrently developing product One partner has a job and pays the rest to develop product Revenue from customers at the outset Revenue from R&D and selling IP Revenue from selling product or service that complements a large firm's product or service There are many business models! Slide 50 Lead to Win
  • 50. Key Takeaways Family is as important as the firm Know your limits Many sources of funding exist Plan for it to take 2x in time and cost 2x in funds than your forecast Things change as you grow, be prepared to exploit changes community Slide 51 Lead to Win
  • 51. Two Friends with a Plan Person 1 Bill is a new PhD grad who has been doing low analog signals Person 2 James is a test and measurement industry veteran with experience in selling and marketing products to semiconductor firms world wide Opportunity the emerging green automobile market. Implementation to create, build and sell a new sector Slide 52 Lead to Win
  • 52. Background on James Age 40 Married for 15 years with two children, a girl 14 and a boy 10 Comfortable life, low debt load (can afford a $100k loan) No significant retirement savings for James Spouse works for Fed Gov ($60k per year) Always talked about starting his own business Met Bill through a university industry project and liked him and his technology Slide 53 Lead to Win
  • 53. Becoming an Entrepreneur - James Pros Cons Living the dream! Give up on a full time job and Build a firm my way lose $100k income Possible comfortable living or Go into debt for $100k exit in excess of $1m Work very long hours Innovative IP Not see the family Knows how to sell industry out of work for 12 months and a $100k debt Slide 54 Lead to Win
  • 54. Sharing with the family - James Describe the plan Describes thinking and planning with spouse and children Lets them describe their thoughts (may take weeks) The expectations Articulates the expectations borrow $100k Work long hours, never home for dinner or always home for dinner but work in the evening?? No vacations etc. because of low funds The exit Establish the clear quit point after 2 years if no sales then will go find a firm to work for . . . The contract Write it all down and everyone signs even the dog Slide 55 Lead to Win
  • 55. Personal/Family Budget Jan Feb March April May June July Aug Sept Oct Nov Dec Year INCOME Wages 3,000.00 3,000.00 Interest/dividends 0.00 Miscellaneous 0.00 Income totals 3,000.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 3,000.00 EXPENSES Home Mortgage/rent/taxes 0.00 Utilities 500.00 500.00 Home and mobile telephone 150.00 150.00 Food 700.00 700.00 Clothes and cleaning 0.00 Entertainment 500.00 500.00 Car, Bus, Fuel 500.00 500.00 Insurance 300.00 300.00 Health 50.00 50.00 Subscriptions 0.00 Dues 0.00 Charity 0.00 Recreation 0.00 Team dues 0.00 Courses 0.00 Kids Stuff 400.00 400.00 Vacations 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Home totals 3,100.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 3,100.00 Financial obligations Long-term savings 0.00 Retirement (401k, Roth IRA) 0.00 Credit card payments 0.00 Line of Credit 0.00 Other obligations 0.00 Financial obligation totals 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Misc. payments Other 0.00 Other 0.00 Other 0.00 Other 0.00 Other 0.00 Misc. payments totals 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total expenses 3,100.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 3,100.00 Cash short/extra -100.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 -100.00 Slide 56 Lead to Win
  • 56. Funding - Needs and Sources Year 1 capital $100k (see spreadsheet) Bill stays at university to teach and continue research (prototype) Applies for NSERC to pay him for 1 year James consults half time (all goes into firm) Builds business plan, researches funding options Firm applies for IRAP support, meets with OCE Firm is incorporated, shareholder agreements, etc prepared, taxes filed All costs deferred by lawyers and accountants IRAP supports technical intelligence search, OCRI supports business intelligence search firm closes in on marketing plan and business plan Year 2 capital $100k (see spreadsheet) Bill stops teaching, works on product full time, paid by OCE research James stops consulting, leads firm full time, draws no salary Firm hires first two key technical people, rest on contracts Firm completes prototype to show to potential customers (auto parts) IRAP supports project to 75% of salaries and contractors Capital is used to pay for rent (cheap building), material etc Slide 57 Lead to Win
  • 57. Company Cash Flow Forecast, Yr 1 Company Name In Thousands Cash Flow Projection Prepared By: For the Year Ending: Date: Month -1 1 2 3 4 5 6 7 8 9 10 11 12 Total Cash Receipts: Cash Receipts: Act Pay Receipts 0 Loans 0 Government Forecast 0 Other (James contract) 10 10 10 10 10 10 10 10 10 10 10 120 Total Cash Receipts 0 0 10 10 10 10 10 10 10 10 10 10 10 120 Cash Disbursements: Company - Direct Labour 0 Fringe Benefits 0 Material Purchases 0 Overheads - Utilities 0 Rent / Mortgage 0 Insurance 0 Property Taxes 0 Office Supplies 0 Automobile 0 Travel 0 Maintenance 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 1.3 Admin - Salaries 0 Professional Fees 0 Advertising 0 Interest & Bank Charge 0 Income Taxes 0 Fixed Asset Additions 0 Loan Repayment 0 Other Company Costs 0 Company Exp Sub-Total 0 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 1.3 Employee Expenses Salaries - Position 1 0 Salaries - Position 2 Salaries - Position 3 0 0 ! Salaries - Position 4 0 Salaries - Position 5 0 Subcontractor / Cons 1 0 Subcontractor / Cons 2 0 Project Material 0 Rental Equipment 0 Project Travel 0 Project Overhead 0 Other Project Costs 0 Exp Sub-Total 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Total Disbursements 0 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 1.3 Net Cash Over (Short) 0 -0.1 9.9 9.9 9.9 9.9 9.9 9.9 9.9 9.9 9.9 9.9 9.9 118.7 Cash Balance, Beginning 100 100 99.9 109.8 119.7 129.6 139.5 159.3 169.2 179.1 189 198.9 208.8 Cash Balance, Ending 100 99.9 109.8 119.7 129.6 139.5 149.4 169.2 179.1 189 198.9 208.8 218.7 Slide 58 Lead to Win
  • 58. Company Cash Flow Forecast, Yr 2 Company Name In Thousands Cash Flow Projection Prepared By: For the Year Ending: Date: Month -1 1 2 3 4 5 6 7 8 9 10 11 12 Total Cash Receipts: Cash Receipts: Act Pay Receipts 0 Loans 0 Government Forecast 18 18 18 18 18 10 10 10 10 10 10 168 Other (specify) 0 Total Cash Receipts 0 0 18 18 18 18 18 10 10 10 10 10 10 168 Cash Disbursements: Company - Direct Labour 0 Fringe Benefits 0 Material Purchases 0 Overheads - Utilities 0 Rent / Mortgage 2 2 2 2 2 2 2 2 2 2 2 2 26 Insurance 0 Property Taxes 0 Office Supplies 2 2 2 2 2 2 2 2 2 2 2 2 26 Automobile 0 Travel 0 Maintenance 2 2 2 2 2 2 2 2 2 2 2 2 26 Admin - Salaries 0 Professional Fees 0 Advertising 0 Interest & Bank Charge 0 Income Taxes 0 Fixed Asset Additions 0 Loan Repayment 0 Other Company Costs 0 Company Exp Sub-Total 0 6 6 6 6 6 6 6 6 6 6 6 6 78 Employee Expenses Salaries - Position 1 Salaries - Position 2 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 65 65 ?? Salaries - Position 3 0 Salaries - Position 4 0 Salaries - Position 5 0 Subcontractor / Cons 1 7 7 7 7 7 7 42 Subcontractor / Cons 2 7 7 7 7 7 7 42 Project Material 30 30 60 Rental Equipment 3 3 3 3 3 3 3 3 3 30 Project Travel 0 Project Overhead 0 Other Project Costs 0 Exp Sub-Total 0 24 24 24 57 57 27 13 13 13 13 13 13 304 Total Disbursements 0 30 30 30 63 63 33 19 19 19 19 19 19 382 Net Cash Over (Short) 0 -30 -12 -12 -45 -45 -15 -9 -9 -9 -9 -9 -9 -214 Cash Balance, Beginning 218.7 218.7 188.7 176.7 164.7 119.7 74.7 58.7 49.7 40.7 31.7 22.7 13.7 Cash Balance, Ending 218.7 188.7 176.7 164.7 119.7 74.7 59.7 49.7 40.7 31.7 22.7 13.7 4.7 Slide 59 Lead to Win
  • 59. Funding - Needs and Sources Year 3 capital $0k, need another $300k (see spreadsheet) Bill joins firm full time, no salary James with firm full time, no salary Firm signs first customer order but product needs a complete redesign Contract worth $100k Funding from??, Angels, customer, supplier? Year 4 capital $500k Bill and James draw a modest salary, $40k ea Firm ramps business to $1m Firm signs second customer EDC and BDC and bank support SRED, accounts receivable, etc Capital is used to pay for rent (cheap building), material, salaries etc Still cash flow negative but burn is reducing Slide 60 Lead to Win
  • 60. Company Cash Flow Forecast, Yr 3 Company Name In Thousands Cash Flow Projection Prepared By: For the Year Ending: Date: Month -1 1 2 3 4 5 6 7 8 9 10 11 12 Total Cash Receipts: Cash Receipts: Act Pay Receipts 50 50 100 Loans 0 Government Forecast 40 10 10 10 80 Other (ANGEL) 30 30 30 30 30 30 30 30 30 300 Total Cash Receipts 0 40 30 30 30 30 90 40 40 80 30 0 0 480 Cash Disbursements: Company - Direct Labour 0 Fringe Benefits 0 Material Purchases 0 Overheads - Utilities 0 Rent / Mortgage 2 2 2 2 2 2 2 2 2 2 2 2 26 Insurance 0 Property Taxes 0 Office Supplies 2 2 2 2 2 2 2 2 2 2 2 2 26 Automobile 0 Travel 0 Maintenance 2 2 2 2 2 2 2 2 2 2 2 2 26 Admin - Salaries 0 Professional Fees 0 Advertising 0 Interest & Bank Charge 0 Income Taxes 0 Fixed Asset Additions 0 Loan Repayment 0 Other Company Costs 0 Company Exp Sub-Total 0 6 6 6 6 6 6 6 6 6 6 6 6 78 Employee Expenses Salaries - Position 1 5 5 5 5 5 5 5 5 5 5 5 60 Salaries - Position 2 5 5 5 5 5 5 5 5 5 5 5 60 Salaries - Position 3 5 5 5 5 5 5 5 5 5 5 5 60 Salaries - Position 4 0 Salaries - Position 5 0 Subcontractor / Cons 1 7 7 7 7 7 7 42 Subcontractor / Cons 2 7 7 7 7 7 7 42 Project Material 30 30 90 Rental Equipment 3 3 3 3 3 3 3 3 27 Project Travel 0 Project Overhead 0 Other Project Costs 0 Exp Sub-Total 0 29 29 29 32 32 32 48 48 18 18 18 0 381 Total Disbursements 0 35 35 35 38 38 38 54 54 24 24 24 6 459 Net Cash Over (Short) 0 5 -5 -5 -8 -8 52 -14 -14 56 6 -24 -6 21 Cash Balance, Beginning 4.7 4.7 9.7 4.7 -0.3 -8.3 -16.3 21.7 7.7 -6.3 49.7 55.7 31.7 Cash Balance, Ending 4.7 9.7 4.7 -0.3 -8.3 -16.3 35.7 7.7 -6.3 49.7 55.7 31.7 25.7 Slide 61 Lead to Win
  • 61. Overall Review Clearly communicate specifics with your family Understand the basics of corporate ownership Amount of funding depends on business model risk/reward tradeoff Sources of funding - at each stage of life cycle Angels, friends and family Venture capital Banks Government R&D tax incentives Capital pool company Strategic investment IPO Calculate your personal budget and corporate cash flow forecast Slide 62 Lead to Win
  • 62. Slide 63 Lead to Win
  • 63. Day 3 takeaways October 27, 2011 Janice Singer and Deborah Dexter Slide 64 Lead to Win
  • 64. Day 3 takeaways Slide 65 Lead to Win