Being Diligent

| | Comments (9) | TrackBacks (7)

Since I've been engaged in heavy due diligence on a company over the last several weeks, it struck me that it might be useful to let people know what sort of things VCs typical dig in on when they get interested in a company. For what its worth, "due diligence" is a term of art which basically means get a bunch more information. The term comes from US securities laws -- underwriters of a public offering are required to engage in "due diligence" to assure that all material facts with respect to the security being sold have been disclosed. The concept has expanded beyond the securities laws and has become a bit of a business catch-all that simply means to acquire the necessary data to make a sound business decision.

If a VC is engaged in due diligence on a company, it means that the VC finds something sufficiently compelling about the business proposition that he or she views it as worthy of further investigation. While the specific business being investigated will dictate where a VC puts emphasis in the diligence process, the information reviewed is generally the same stuff across businesses and among investors. Here are the typical categories investigated:

  • Personal References -- Many VCs view the team as the single most powerful determinant of success or failure in a startup. As a result, VCs will always want a list of business references for the senior management. We always want to talk to the folks with whom the management team has worked before. Be sure when you provide a reference list that you not only provide the name and most recent contact information (including phone number and email address) for your referrers, but also provide what they are doing today and the context in which you got to know that particular individual. It also makes sense to contact everyone you put on the list and let them know that they may be hearing from a VC. There's nothing stranger than calling someone for a reference and have them say "Who's that again? Yeah, I worked with him a long time ago."
  • Business References -- Ideally when you get to the process of diligence with a VC your company has a customer or two. VCs will unquestionably want to speak with your existing customers and will possibly push you for introductions to potential customers as well. I had the good fortune of taking a trip out the the Lucky Charms factory one day while doing diligence on a company -- I got to see a piece of software in action and find out first hand why General Mills had bought it. It was very helpful in understanding why the product worked and why the customer cared. Mind you, this can be a tricky one. You don't want to fatigue your references too greatly, particularly not your customer references. So it will often make sense to gauge the seriousness of a particular venture investor before hooking them up with one of your most valuable resources, your happy customers.
  • Technical Due Diligence -- Whatever your business proposition, the VCs will want to dig in on how it works, how its different, and how it stays competitive. For some deals, that will involve bringing in experts in a particular field to opine on the originality and defensibility of a particular technology (those experts are often friends of the firm, including senior executives from other companies in that VCs portfolio). In other instances, the VC him or herself will feel sufficiently versed in a particular technology that it will be enough to simply spend a bunch of time with the senior technical team and measure the technology against its competition.
  • Financials -- As we've said in the past, we look at financials as a reflection of a company's business and how they look at the tradeoffs of growing that business. While the bottom line numbers are important -- VCs ultimately want to invest in companies that get profitable on a reasonable amount of money yet still get interestingly large in a reasonable period of time -- the assumptions behind those numbers are far more important. Given that, VCs will want to understand the details and assumptions behind your financial projections during the diligence process. That doesn't mean that they will likely dig in too hard on your assumptions about near term office space needs, but it does mean that you should be prepared to defend your assumptions around marketing spend, channel costs, margins, penetration, etc. Each of these things can have a huge impact upon cash needs and can greatly alter how appealing a particular company's business model looks.
  • Hiring Forecast -- One of the key drivers of cash and equity expense in any early stage business is head count. Thus, VCs will typically want to understand your hiring plans. Lots of interesting data comes from understanding hiring plans. It helps VCs see where you think there are gaps in the management team. It helps VCs see what areas of development you prioritize. And it helps VCs understand what are the likely equity needs for your company for hiring in the future. Despite that, I often find that early stage companies have not gone through the process of building a hiring forecast for the coming months and years. It is a good discipline, will help you better understand your business, and VCs will likely want to see it in their diligence process.
  • Competition -- VCs will undoubtedly want to know about your competition. The more data you are able to provide on your competition, the better informed you will appear. Entrepreneurs can gain as much credibility understanding the business of their competitors as they do understanding their own.

There is no question that each VC is different and will focus on different aspects of your business. But I suspect that as a baseline, most will want to discuss the things above. You will appear more prepared and better informed if you have pulled together all the information you need to meet these requests in advance of having someone ask for them. The diligence process can be a long, frustrating and time consuming one. But from the VCs perspective, it is the time when you truly get to know a team and their business. And hopefully it is as good a chance for the entrepreneur to get to know an investor and his or her style, focus, expectations, etc. The diligence process is about gaining knowledge -- hopefully on both sides of the table.

Categories

,

7 TrackBacks

Listed below are links to blogs that reference this entry: Being Diligent.

TrackBack URL for this entry: http://ventureblog.com/cgi-bin/mt/mt-tb.cgi/85

» Being Diligent from Social Engineering

VentureBlog: Being Diligent - What is due diligence for a VC?... Read More

» VC due diligence from enterFrame

I've never run a company and I have never been involved in any kind of due diligence, but going through David Hornik's post on Venture Blog, something did not strike me as right. Here's what Hornik looks for in a company: Personal References Business R... Read More

» VC due diligence from enterFrame

I've never run a company and I have never been involved in any kind of due diligence, but going through David Hornik's post on Venture Blog, something did not strike me as right. Here's what Hornik looks for in a company: Personal References Business R... Read More

» Venture Capitalists and Due Diligence from Operationally Speaking...

The good folks over at VentureBlog have put together an excellent summary of what a VC looks for as part of due diligence on a potential investment. You will appear more prepared and better informed if you have pulled together... Read More

» Venture Capitalists and Due Diligence from Operationally Speaking...

The good folks over at VentureBlog have put together an excellent summary of what a VC looks for as part of due diligence on a potential investment. You will appear more prepared and better informed if you have pulled together... Read More

» Sunday, June 15, 2003 01:02 PM from Critical Section

Andrew Anker posted an interesting article on VC due diligence. I met Andrew the other day Read More

» Due Diligence from Scott Loftesness

David Hornik shares some of the due diligence items he looks for prior to considering a venture investment in a company. Read More

9 Comments

dwlt said:

I'm curious to know what you would look for in a Hiring Forecast? Do you have any suggestions for preparing this?

Lukasz said:

I guess the hiring forecast is a good indicator that the founders do know what they are talking about - when the description of the job is very diffuse, or important positions are ommited apparently, this will likely make a bad impression.

William Volk said:

Good article. What's distressing to this bootstrapper is that I still see deals where the 'extreprenuers' have pulled a fast one over the VC's. Companies built on non-defensible poorly implimented technology get funding because someone on the team worked for this well known company.

I've done some technical due-dilligence work for for VC's ... it's not that hard for clever folks to pull the wool over the eyes of the investors.

dwlt said:

So it's more a timetable (set out against company milestones rather than specific timescale, I would guess?) for senior/key hires, rather than a more general "and this month we'll add two more engineers" type plan?

Jim Cook said:

An excellent article/blog! One of the most insightful and useful I've read. Great job!

Akihito said:

Jim Cook: it is a decent post but it doesn't justify kissing ass. Maybe I'm a jaded serial entreprenuer who fails to appreciate the Due Diligence 101 courseware provided.

Let's encourage dialog above the banal for those that are experienced company founders.

To the VentureBlog folks, don't get me wrong, your blog provides interesting information but I just didn't feel that post warranted a pat on the back which Cook provided.

David Hornik said:

I have seen hiring forecasts that look like simple expense forecasts and others that are lists of hires and the associated equity ranges for those hires in rank order of significance to the company. The important thing is that it gives a clear picture of both hiring priorities and the required equity to move the company forward. With those pieces of data it is possible to have a good conversation about the stage of the company and the direction in which the company is moving.

Jason Lemkin said:

Having recently raised venture funding and also assisted a number of companies in the past, I think David's point about equity is a very important piece of this "hiring plan" concept. I have built multiple hiring plans, and they are key to understanding gaps in the team; what it will take to get there; and reviewing it is also a good exercise to see if the team truly understands what it takes to build the company.

But then it's also an exercise for the VCs to use to try and raise the size of the option pool going into the pre-money. I.e., lowering your pre-money valuation in essence. So in my experience, you also want to have a very thoughtful and defensible equity plan tied to your 12-24 mo. hiring plan. If it's pretty strong, the VCs won't challenge your equity plan dramatically, since really you will know better. If the equity allocations in your hiring plan are not thoughful, or if the hiring plan itself is not fully defined, the VCs will come back and say you need x00,000 more shares in the pool to account for the undefined hires or the ill-defined hires.

dude said:

Thanks for the information.

I need more info on this..can anyone gimme more clues..

Can you give me some inputs on the exit process.

I am plannign a startup. I have only technical skills and i tested the idea on research scale. Now i need investment for more quality/performance testing and I need people to support me technically.

I am looking for all the investment from VC's from Computers to office establishment..

What is the typical process?

How much share(in percentage) should i give in that case to VC's?

Which is preferred way for exit from the entrepreneur point of view?

caprio
dude@codebusiness.com

About this Entry

This page contains a single entry by David Hornik published on June 12, 2003 2:16 AM.

Stewart Alsop On Broadband was the previous entry in this blog.

To Expense Or Not To Expense is the next entry in this blog.

Find recent content on the main index or look in the archives to find all content.

Archives

Creative Commons License
Powered by Movable Type 4.0rc4