Doing Due Diligence on Startups
Published 2023-07-25 21:33 EDT
Due diligence is the process of researching and analyzing a potential investment before making a decision. The process can include reviewing financial documents, assessing market trends, evaluating management teams and a lot more. Essentially, due diligence is all about doing your homework to make an informed investment decision. When it comes to investing in startups at very early stages, due diligence can be more art than science.
Investing without proper due diligence can lead to disastrous financial losses, missed opportunities, and frayed relationships.
On the other hand, conducting thorough due diligence, though often time consuming, can help an investor make better informed investment decisions that align with their financial goals, risk tolerance and investment horizon. By conducting proper due diligence, an investor can gain a deeper understanding of the investment, evaluate its potential returns and risks and make a decision that is right for them.
However, it is equally important to balance thoroughness with speed. Many times, there are very few or no financials and legal documents for an investor to review and make decisions on. This is especially true at the pre-seed and seed stages of many tech startups. At Saka, we look at diligence a little differently. We believe the usual diligence is required but we also believe it doesn’t have to be a very long or complicated process for the founders.
At Saka Ventures, we try to balance speed of decision making with as much data to back up a decision. After a meeting or two, we can confidently tell if a company, and the founders, are onto something that requires more time or the startup just isn’t a fit for us. If we eventually move to a conditional, yes, we start our diligence process.
Here are some key steps we employ in conducting due diligence when evaluating a potential investment:We start by reviewing the company's financial statements, including income statements, balance sheets, cash flow statements, KPIs and other metrics. This gives us a sense of the company's financial health, growth potential and profitability. We try to look for consistency and accuracy in financial data and projections, as well as, a clear and viable revenue model. A startup's financials should reflect a good understanding of the market and the expense projections are a good indication of that understanding.
In India, we have seen that, often, founders start working on an idea well before incorporating a company and sometimes, the incorporation can take a significant amount of time. Hence, very often, there aren’t any financial or legal documents to review. In such instances, we ask for three to six months of bank statements to review. If these don’t exist, we ask the founders to share financial projections for the next one to two years. We believe that most financial projections for early-stage startups are a waste of time but the expense projections are an incredible indicator of how the founders are thinking about their business.
We look for an efficient use of capital and realistic assumptions about the market and growth. We also look for potential risks, such as legal liabilities or debt obligations, such as repaying a relative for their help before the company was setup. When investing in a market like India where, frequently, there are complex structures used, it’s critical to understand how the finances flow from investor to operations, customer to operations and, eventually, where is value being created. We want to make sure that we are investing in the entity where the value creation is occurring.
In assessing the market where a startup operates, we research the market speaking with other investors, founders and our advisors and mentors, many of whom have been entrepreneurs and operators in cross-border startups straddling the US and India. We also examine industry trends and direct and indirect competitors in the space. Many times, we pass on investment opportunities because it’s a market we don’t have enough information or just haven’t formed an opinion on.
In our opinion, the most important part of investing in pre-seed and seed stage companies is to assess the founding team. We look into the company's founders, including their experience, track record building companies and products as well as selling them. In India, over the past decade, we’ve seen a massive surge in the number of high quality operators across the spectrum needed to scale a young startup. We try to assess a founder’s past contributions and what they’ve been able to accomplish. Unfortunately, this is sometimes quite opaque and requires much more than reference checks. We don’t rush this process. We take our time getting to know the founders and understand how they think and act. Building a relationship can take a lot of time and effort. Some times, we will pass on an investment opportunity because we haven’t yet been able to establish a working relationship that we can build on over the next ten to fifteen years it takes to build a successful startup.
Some key documents we request early on in addition to financial, legal and operational due diligence, are a cap table showing the ownership structure of the startup and details the percentage of ownership for each investor, the articles of incorporation which outline the legal structure of the startup and its key provisions, such as the number of shares authorized, the board of directors and the initial shareholders, shareholder agreements which detail the rights and obligations of the company's shareholders and outline procedures for important decisions, such as the sale of the company or issuance of new shares and, finally, the employment agreements which detail the terms and conditions of employment for key executives and employees.
We like to ensure that the startup has a strong legal foundation, with a clear ownership structure and contracts that protect the company's assets.
Investing in startups is not a one-size-fits-all approach and taking the time to conduct data driven and human due diligence can help mitigate the chance of investing in the wrong company or people but since startups are high-growth and have high failure rates, it still may not prevent financial losses.
If you'd like to hear more, I did a short video on this topic a few years ago.