Equity Crowdfunding
What is equity crowdfunding?
CrowdfundingU
1. Prepare
➜ 2. Plan
3. Pitch
4. Promo
5. Post
Private Equity Campaign
Step 2: Plan
It’s all about the plan.
Once you've sussed whether equity crowdfunding is right for your company and you've got your team on board and your crowd prepped, it’s time to knuckle down and get some plans in place. Getting all the information together will not only help with your PledgeMe campaign, but it will help clarify and refine messages to your crowd about why you're doing an equity round and why they should invest. It'll also help you and your team get on the same page around your strategy.
A lot of the information you'll already have, and some of it will only need a little bit of tinkering to get ready. It’s really important you do have a plan though; your success depends on it.
Your Company Description
You'll need a detailed description of your company to communicate to potential investors on your campaign page. A complete description should include the following:
Your company: be creative in explaining what you do and how you do it.
Your team: keep in mind that people invest in people! Let investors know who you really are. What are your superpowers?
Your growth funding needs: describe what you'll be using the funding for, and how it will help your company grow.
Your future plans: investors want to know where you're going.
Any key risks, and how you'll mitigate them.
Your Current Financials
People often base investment decisions on their analysis of a company’s financials. So they need access to key documents like a cash flow report, profit and loss (P&L) and a balance sheet. To start a PledgeMe equity campaign you must provide these documents about your company. It is important that time periods are properly labelled and cover a minimum of three years (if it exists).
Profit and loss statement
Your profit and loss statement will give a deeper insight into the operational performance and profitability of your business. It is important you structure it to honestly represent the current state of your business. You are required to clearly state your revenue, costs and profitability, while distinguishing between direct costs and overheads. It’s useful for shareholders to be able to clearly identify your EBITDA* in the statement. These are key metrics investors like to use to compare and keep track of a company’s core performance.
Balance sheet
Your current balance sheet is where your assets, liabilities and shareholder’s equity are broken down. The assets and liabilities section should be divided up in current (short-term) and long-term sections, with a total calculated at the end for both assets and liabilities. Remember it is important to include the newly raised capital from the equity campaign to the shareholders’ equity section of your balance sheet.
Cash flow projections
Your cash flow projections need to show how your company will grow over the next three years. Make sure to include the projected capital from your crowdfunding campaign. You need to clearly show how much money you require to meet your goals, what those goals are and how you’re going to achieve them (now, next year, and in three years time). Remember to always include the cash flows from operating, investing and financing activities, as per normal standards.
*EBITDA or Earnings before Interest, Taxes, Depreciation and Amortisation is essentially net income with interest, taxes, depreciation, and amortisation added back to it. It’s widely used to analyse profitability and the relative value of investing in a particular company compared to other companies across different industries and spaces.
Please remember to double-check any financial information you publish against your internal records to make sure everything is correct. Checking in with your accountant or financial advisor before submitting your campaign is strongly advised.
Your Business Plan
Having a clear business plan is a critical part of communicating your company’s values and goals to your crowd. Your business plan should include information about any research you have done, what your company has achieved to date, the management structure, high level financial budgets, and your goals for the future. Transparency about your company’s inner workings is the first step in building trust and a great communication channel with your investors. Consider sharing your business plans with your advisors (e.g. accountants, mentors, or people in your crowd) to get feedback and advice. Don’t be afraid to put some of your organisation’s personality into your showcase documents.
Your business plan can take many forms. They don’t all need to be a swish glossy magazine. If you want to make it stand out that’s great, but the main point of the business plan here is to clearly convey information about your business to investors, so keeping it simple is a good idea. We’ll need an electronic version, in pdf format, to put up on your PledgeMe campaign.
Need help creating a business plan? Check out the Ministry of Business, Innovation & Employment’s Business Plan Template on their website, and our template Business Plan in Google Docs. The most important thing is to put your information together in a cohesive document.
Your Valuation
Valuation is an art not a science and there are a few key things to consider.
The valuation should be fair to you and any existing shareholders — so that you don’t give up more of the company than you need to. The valuation should also be fair and appealing to your investors so that they want to get involved. There are a number of ways of arriving at a valuation. Some methods are more suited to startups and others to established businesses.
Often, an investor is interested in the return on their investment which is likely to come from dividends (from future profits) or an increase in the value of their shares over time. Think about how you will provide a return and what will happen to the value of your company in the future.
If you have established and/or projected revenues or profits then this may help you to value the company. If you don’t, you should consider the market in which you are operating and compare yourself to other companies where you can.
There are a bunch of ways to figure out the valuation of your company, from a price-earnings ratio valuation to asset valuation to the Berkus method (below), to just putting your stake in the ground on what you think your company is worth. The key is to strike a balance between what your potential investors want and a price that you think reflects the value of the company that you have created.
There is no perfect share price or valuation for any given company. But here are some tips to make sure both you and your prospective investors are happy with the offering:
Explain how you got to your valuation.
Think about how your crowd will respond to your valuation.
Will your valuation affect future capital raising?
Remember, valuations are an art not a science. They give you a position to discuss and sense check your thinking with your team before you go out to your crowd.
For Start Ups
Remember that evaluating a startup company’s worth is very difficult. It requires of lot of estimation and evaluation of future earnings potential. The key is to properly gauge the size of your business and determine what your investors are willing to pay. Once you have figured out an estimated worth of your company and the percentage of the business you want to sell in shares, you can determine the price and number of shares you will be offering. A method you can use is the Berkus Method.
Berkus Method
Assign a dollar value from a given range to the various qualities or characteristics of the business. Characteristics like: your management team, the size of the prize, your technology and IP, customer validation, competition, sales channels and your ability to execute on your vision.
For Established Companies
Established companies have a bit more data to work with than startups. You need to be aiming for future growth, but you can base that on your successes to date. Here are a few methods you could use:
EBIT multiplier
From equivalent public companies x current earnings. Use this if you have an established steady performance. If there is growth you might multiply from a forecast.
Discounted cash flow
This is forward looking. Take your expected cashflow over 3–5 years, discount each year by the investors’ cost of funds and then add them up. This depends on what money is worth to that investor? Investors would want to see reliable future cash flow projections. https://www.equidam.com/dcf-valuation-methods-for-startups/
Net asset value
Using this asset-based approach you pretty much ask yourself what would it take to build your company from the ground up again. What is the fair value of each asset less the fair value of your liabilities.
Market comparatives
Look to the market and see what a company with a similar user base and business model has sold for.
If you are established but planning to do something new, then you might be valued more like a startup.
Your Minimum and Maximum Funding Goal
Okay, so you've got your valuation, what next? You need to set a goal about how much you want to raise. Your valuation will affect how much of your company you can sell and how much you can ask per share.
The minimum goal is the minimum amount of equity you’re going to sell in your company. If you do not meet this goal the campaign isn't successful and you receive no money and no shares are issued. This is why accurately canvassing your First 50 is so important. You could still try again later though, perhaps with a lower minimum goal.
A maximum goal is important. Your shares might start selling like hotcakes which is great, unless you accidentally sell 95% of your company! A maximum goal sets the upper limit of shares you will be able to sell.
Take a look at this handy infographic from Founders and Funders that’ll give you an idea of how an average capital structure changes over time. (In this case you can substitute your PledgeMe investors for the angel).
What do you want to achieve with the money you raise?
The money you raise should add significant value to your business, not just keep things ticking along. Think about what your business will look like in the future, what do you have to achieve in terms of market, team and product to take your company to the next stage?
You don't have to raise it all at once. Is there an amount of money which will help the business to achieve a key objective? If you achieve that, you can then raise money at a higher valuation later. The plan of what fundraising you will do and when is called a Capital Plan and investors like to see it. This shows you are thinking about the funding needs of the business and how you will grow the value of their investment.
Prepare a capitalisation table. This is a table of each shareholder, and how much of the company they own. You can plug in future fundraising at different times and different valuations to see the dilution effect on each shareholder. You can use this example and fill in the yellow sections.
If you raise too little, you might end up devaluing the business by missing your targets or having to raise more money urgently.
If you raise more than you really need then the existing shareholders will own less of the company (due to ‘dilution’) than they might have if you raised less. But, remember: things generally take longer and cost more than you expect, so don't cut it too fine.
Remember to plan for the time and cost of raising that future money as well as where you expect it to come from.
Some more things to consider when setting your minimum and maximum funding goals:
What is the minimum amount of money that will allow you to reach your business goal?
What is your existing share structure? Will you have to split shares?
What is your share price (make it a round number) and what’s your minimum investment?
What does that mean for your company?
From your valuation, you know what your company is worth pre-money. After you raise your investment, you will have a post-money valuation (your initial valuation + the money raised). For example:
Your company is worth $900,000, and you have 90,000 shares issued (setting a share price of $10). You crowdfund $100,000 – and your company is then worth $900,000 (pre-money) + $100,000 raised = $1 million. Your new investors own 10% of this company, or 100,000 / 1,000,000.
Communications Plan
No one is going to buy shares in your company if they don’t know you're selling shares. You've got to have a good plan in place to communicate to your crowd, and other potential investors, that there is an equity sale and it’s happening now. Your plan should map out what you're going to say, where you're going to say it, and when you’re going to say it.
Formulate some key messages you want to get across about your campaign. Key things you should be able to answer off the top of your head in a quick and clear way are:
Why are you raising the money?
What is it going to be used for?
Why should people invest?
The first point of contact should be your existing communications channels: your website, newsletter, and social media. Warm up your crowd by letting them know what’s coming so they can save their dollars and be ready to invest.
Mainstream media coverage is always good at boosting your profile. Get a clear and concise press release ready, and figure out who are the best journalists to contact.
Your local papers may be interested in your campaign, the business sections of the major papers might be too. Are there any sector publications which write about your area of work that you could pitch a story to?
Use this template to start pulling together your plan.
Events
Could you bring things into the real world and have an event — like a launch party — where you can get your First 50 and others into a room and get them energised about investing in your company. Be creative and, most of all, have fun.
The idea is to make sure people know you’re selling shares, but not spam them with too many desperate pleas for investment.
Plan out what you're going to do before, during, and after the launch of your campaign so you can keep it consistent and on message.
For a press release template check out this document.
Links
Even before your campaign goes live, you can start directing people to the page.
Once we have approved your campaign and you have added a picture and a blurb, PledgeMe can add a "LAUNCHING SOON" card to our front page.
The cool thing about this is that it allows potential pledgers to follow your campaign and receive a notification when your campaign goes live. It also means you can start contacting your crowd with the same link as the live campaign which cuts down on confusion of saying “hey go to this page” and then when your campaign goes live “Now go to this link”.
The page is a holder page and will only display the image you choose and the blurb you write.
Things to Consider
How many people can you reach through your existing communications channels?
Where do your crowd get their information from?
What are the key points you want to get across?
Make sure you have consistent (but not annoying) communications. What kind of information will you convey during your campaign?
Constitution
You may need to update your constitution to allow electronic voting, and to manage all the new investors you are about to invite on in to your company. This will mean you can use technology to manage voting around resolutions, and turn the potential burden of a large crowd of shareholders into an opportunity.
For our constitution template and resolution check out this document.
What PledgeMe can help with?
Successful campaigns are built on powerful plans. Our CrowdfundingU programme will take you through particularly daunting aspects of your plan so that you feel confident in the path you pave for your campaign. We’ll cover things like:
Understanding what effective communication looks and sounds like, and taking the initial steps to start identifying and rallying your crowd
How to write a Press Release, and connect and talk to media.
We have a strong understanding of how crowdfunding can be communicated to your crowd. Let us help you walk through how best to do that.
Please note: PledgeMe will not offer financial advice, and you will need to ensure your information isn’t false or misleading.
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