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Chapter 3: Business Financing Strategies

Chapter 3 contains:

New and expanding recycling, reuse and composting companies need capital to grow. New facilities, equipment, product development and marketing campaigns all often demand more funds than are available internally to the business.

A good business plan should predict the amount of money needed for each of these specific uses during the different stages of the business’s growth. The next step for attaining financing is to match each intended use of funds with the appropriate source of financing at the different stages of the company’s development.

This chapter briefly reviews the range of financing options and then focuses particularly on individual “angel” investors as a source to fill the equity financing gap faced by many recycling companies. The chapter concludes by summarizing the range of exempt security offerings allowed by US and state securities regulators, especially Small Corporate Offering Registrations (SCORs) that help to streamline small company equity financing.

Debt and Equity Financing-Multiple Options

The most basic distinction between financing sources is between debt and equity. Debt financing is essentially borrowing money for a fee. Typically, regular payments are required and interest rates are charged based on the perceived risk to the lender. Often the funds are used for fixed assets that have a collateral value that can allow the lender to recoup losses if the business fails. Sources of debt can include commercial banks, governmentally guaranteed loan providers, credit unions, suppliers, customers, factor companies, leasing companies, credit card companies and governmental loan funds.

Equity financing, on the other hand, involves selling partial ownership in the company for an investment of funds. Typically, company founders are the first equity investors through their own “sweat equity” and personal savings. Other equity sources can include friends and family, private individual investors, venture capital funds, corporate partners, employee stock ownership plans or investment partnerships. Equity sources of funds are used for purposes that lenders will typically not finance in young companies-including research and development, marketing, working capital and the equity share of fixed asset purchases.

Traditionally, banks have been viewed as the primary source of debt financing and owners or venture capitalists as the main sources of equity financing. However, entrepreneurial companies often tap into a much wider range of financing sources during their start-up and growth. Several of the business financing books listed in “Resources” at the end of this chapter provide an eye opening catalog of the types of business financing sources and options. A sample list of potential business funding sources is shown in Figure 3-1. Contacts at financial trade associations and federal government finance programs for many of these sources are listed at the end of the directory in Chapter 5.

Figure 3-1
Business Funding Sources(1)

Recycling companies have had success with some of the governmental funding sources listed above. In particular, SBA 504 and 7A loans, CDBG loans, and state recycling loans and grants have been tapped by reuse, composting and recycling enterprises. However, the listing of “moonlighting,” “credit cards,” “trade or barter” and “home equity loans” as business funding sources in Figure 3-1 is not meant to be flippant. Rather, they are realistic ways that many new recycling ventures have been bootstrapped into existence-through the sacrifices and personal risks of the entrepreneurs. Indeed, even among 500 of the fastest growing companies in 1995, most started with capital from nontraditional sources. The primary sources of start-up capital for the 1995 Inc. 500 companies were as follows:(2)

Debt Financing Tips

Although debt financing is not the primary focus of this Guide, it is an important element to consider as part of an overall financing strategy. Banks remain the primary source of debt capital for small businesses, but not every financial institution is geared toward small business lending, and even fewer institutions make loans to high technology companies. Recycling businesses are advised to target lenders who have familiarity or expertise with that industry, where possible.

Traditionally, community bankers have played the most important role in small business lending. As interstate banking and branching become more prevalent, however, some large national and regional financial institutions are putting more emphasis on small business loans. The US Small Business Administration has published a state-by-state report, Small Business Lending in the United States, which rates banks within each state on whether they are “small business friendly.” (See citation at the end of this chapter.)(3)

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Individual Investors-Family, Friends and “Angels”

Once companies have tapped internal sources for equity financing, they often cannot meet all of their remaining financing needs with debt. For example, even for profitable businesses, bank and SBA guaranteed loans often require at least at a 25% or greater equity share in financing packages. Additional equity investment can become critical to pulling the total financing deal together. New companies often do not qualify for traditional loans in any amount, forcing them to rely wholly on equity or nonconventional financing.

Venture capital firms are rarely the source for this needed equity investment. Venture capitalists have demonstrated minimal interest in recycling companies that do not often fit their profile of enterprises with the potential for explosive growth and multiple returns on investment. Entrepreneurial activity in the communications, biotechnology, medical, information and internet fields has captured most venture firms’ interest in recent years, leaving only a very few that may invest in environmental, manufacturing or recycling companies.

Fortunately, private individual investors invest approximately three times as much as professional venture capital firms into private US companies on an annual basis. These “angel” investors are estimated to invest about $3 billion or more annually. They are typically high net worth individuals who invest in private companies to achieve investment returns and to participate in an entrepreneurial venture.

Angel or informal individual investors have been studied in detail by some business finance researchers. These studies have documented significant private equity and debt investment activity among a wide variety of individual investors.

Figure 3-2
Keep Your Eye on Angels

“We’re going to have to pay a lot more attention to the availability of early-stage risk capital. Entrepreneurs just don’t fit into what debt providers are designed to do. And venture-capital funds have left the start-up field, particularly when we’re talking about less than $1 million”

“The participation of the growing population of ‘angels’ is going to become more visible. The market mechanism right now for deal financing is really very inefficient and random: who knows whom, who mentioned something on the golf course, who talked to his or her accountant lately about who’s looking for money. The marketplace is also horribly time-consuming. Next to capital, time is the scarcest resource entrepreneurs have.”(4)

Dr. William Wetzel
Director Emeritus
Center for Venture Research
University of New Hampshire

A nationwide survey of individual investors was conducted in 1987 by Dr. Robert Gaston, sponsored in part by the Office of Economic Research of the Small Business Administration. Based on median responses from the survey, a composite profile of the US angel investor was developed, as follows:(5)

(Note that these statistics were compiled in the late 1980’s, and the current composite profile of individual investors is likely different, particularly with respect to the financial information.)

In addition to objective investment criteria, angels usually invest based on their “affinity” for a company, its founders, its technology or business activity. In recycling, for example, angel investors include recycling entrepreneurs and managers who have been financially successful in the industry. High net worth individuals who support recycling for its social and environmental values are also likely candidates. Finally, business executives from the waste management, commodity, and manufacturing industries provide capital and expertise to new recycling ventures that they see as the next generation of companies in their fields.

One report, based on a survey of 328 new firms that achieved between one and $50 million in sales, suggests that the affinities of private capital sources for businesses change for different stages of company investment. For example, for investments up to $150,000 during the seed and start-up stages, the investor’s affinity for the entrepreneur is most important. For investments up to $210,000 for the business survival/ commercialization phase, the investor’s affinity for the technology or venture becomes more critical. Finally, for investments of up to $450,000 during the initial market growth stage, the investor’s affinity for the investment deal becomes most vital.(6)

The investment networks, meetings and forums as listed in Chapter 5 provide an excellent means for recycling entrepreneurs to contact angels and other financing sources that they could not identify through their own personal contacts. These organizations are helping to make the fragmented market for private investment in companies operate somewhat more efficiently.

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Financing Strategies

The entrepreneur’s goal in securing financing should be to identify the appropriate mix of funds with the least cost to the business and the fewest restrictions on business operations. The founder(s) usually seeks to retain as large a share of ownership in the firm as possible, so as to realize returns on the investment and innovation and to maintain business control. Sometimes, however, it is important to realize that equity investors can contribute much more to the business than money-including management expertise, contacts, marketing channels, and business partners.

Debt providers can also be valuable resources to a recycling company. For example, even before a young company is “bankable,” it can be useful to recruit a commercial banker as a business advisor. The banker may be interested in helping the venture achieve a level of profitability that will allow for bank debt to be placed in the future.

As noted in Figure 3-3, fund raising is an ongoing process for the entrepreneur, in partnership with his or her board members, management and professional advisors. No single source or amount of capital will be appropriate for all of a company’s financing needs during its development. Rather, the financing of the company should be seen as an incremental process, as with the expansion of staffing, manufacturing or marketing efforts. At each stage of company development, the firm only needs to attain the funds to achieve the next milestone, while laying the groundwork for future financing rounds. This staged approach limits the risk for the entrepreneur and the investor. It also ensures that the founder has to give up smaller shares of his or her company’s equity early on, when the company’s valuation is lower. As success is achieved on progressive milestones, the company will be worth more and future equity financing rounds will yield more dollars for each ownership share in the company.

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Whether identifying potential equity investors through networks, associations, forums or other methods, the entrepreneur needs to structure the investment offering with assistance from appropriate counsel. Legal, accounting and investment banking advice should be obtained from professional firms that have experience working with entrepreneurial companies and securities laws. Early advice on structuring financing for the start-up and growth of a company can avoid many headaches later. This publication is intended to illustrate innovative approaches for identifying and structuring business financing, but it cannot replace direct professional advice from qualified counsel.

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Figure 3-3
21 Ways to Make (or Break) Financing Success(7)

“Most of those in search of capital mistakenly think ‘the process is all about finding the right sources,’ according to Bruce Blechman, co-author of Guerrilla Financing and president of the Capital Institute based in San Mateo, Calif. Actually, only two steps of Blechman’s 21-step blueprint for financing involve finding sources of capital. Blechman points out that his financing process is carefully orchestrated, and the steps follow a logical progression. He advises entrepreneurs to ‘take one step at a time, master it and then go on to the next step.’ ”

  1. Business Strategy
  2. Business Plan
  3. Financial Projects and Modeling
  4. Business Plan Review
  5. Executive Summary
  6. Valuation of Business
  7. Financing Strategy
  8. Guerrilla Financing Techniques
  9. Financial Source Data Base
  10. Target Marketing
  11. Initial Mailing of Executive Summary
  12. Investor Follow-Up
  13. Schedule Appointments
  14. Personal Introductions
  15. Face-to-Face Oral Presentation
  16. Questions and Answers
  17. Due Diligence
  18. Structure Terms
  19. Obtain a Financing Commitment
  20. Negotiation Terms
  21. Closing

Equity Financing and Securities Laws

Debt financing through banks, SBA lenders, leasing agents or other sources are relatively standardized transactions. However, equity financings (or equity/debt financing combinations) are often more customized to the priorities of the company and the investor. When financiers invest in a company, they are purchasing company securities, whether shares of common or preferred stock, warrants or notes. Such securities transactions are regulated by federal and state securities laws. Public offerings of company stock typically must be registered with the US Securities and Exchange Commission (SEC), which involves costly filing and reporting requirements. For most small and emerging companies, equity financing is usually structured so as to be exempt from full SEC registration requirements.

All securities transactions, even those that are exempt from registration, are subject to anti-fraud provisions of federal law that hold issuers responsible for false or misleading statements. Securities laws are designed to ensure that accurate and complete information regarding a company and its financial status and prospects are provided to potential investors so as to promote efficient capital markets. A misrepresentation or omission of a material fact regarding a security offering is considered securities fraud.

The types of exempt securities offerings permitted by federal securities laws vary according to the number and sophistication of investors, the aggregate amount allowed for the offering, how the securities are marketed and sold, and other factors. Small businesses should be aware that state securities laws may differ, and that businesses are required to comply with both federal and state securities laws and regulations.

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Figure 3-4 Summary Characteristics of Types of Small Company Equity Offerings(8)
SEC Regulation Regulation A Reg. D, Rule 506 Reg. D, Rule 505 Reg. D, Rule 504(SCOR, U-7)
Total Offering Amount Limit: $5 million Unlimited $5 million $1 million
Investor Qualifications: No restrictions Accredited investors and not more than 35 non-accredited, sophisticated investors Accredited investors and not more than 35 non-accredited investors No restrictions
General Solicitation for Investors: Limited solicitation allowed Not allowed Not allowed Allowed
SEC Registration and Reporting: Offering circular must be filed with & “qualified” by the SEC Form D must be filed, SEC reports may be required Form D must be filed, SEC reports may be required Form D must be filed, no reports required to SEC

This section will focus primarily on Small Corporate Offering Registrations (SCORs) as permitted under SEC Regulation D, Rule 504, since they are a relatively new approach for cost-effective small company financing. Before covering SCORs, however, some of the other types of exempt equity offerings allowed by SEC regulations are reviewed below. (For more detailed information, refer to Q&A: Small Business and the SEC and other publications available from the SEC at (202)942-4040 and contact state securities administrators and a securities attorney.)

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Figure 3-5
The First Digital Public Stock Offering

On February 26, 1996 the Spring Street Brewing Company completed the first stock offering on the internet. The company raised $1.6 million through a Regulation A offering. The firm also received SEC approval in March to allow internet trading of the stock. Wit Capital Corporation was established to host the trading site and to provide investment banking services for other public offerings of securities through the World Wide Web.

Regulation A Offerings

Under Regulation A, offerings are limited to $5 million within a 12-month period. However, there are no limitations on the number of investors or their qualifications, securities may be resold and traded, and limited advertising is allowed. Regulation A offerings are usually more expensive than Regulation D offerings since an offering circular must be prepared, filed with and qualified by the SEC before the sale of securities. The circulars must be provided to purchasers.

In contrast to full registration of a public offering of stock with Form S-1, SB-1 or SB-2, however, simpler and unaudited financial statements are allowed and there are no periodic SEC reporting requirements under Regulation A. Finally, a short written statement may be distributed to potential investors under a provision of the regulation, to allow the issuer to assess whether the full cost of proceeding with a securities offering is worthwhile. This “test the water” provision is allowed by state securities laws in some but not all states.

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Private Offering under Section 4(2), Securities Act, and Regulation D, Rule 506

Section 4(2) provides an exemption for “transactions by an issuer not involving any public offering.” Securities sales must be to persons who are “sophisticated investors,” that is, those who have sufficient knowledge in financial and business matters to evaluate business risks and who are able to bear the economic risks of the investment. The offering must not be advertised or be a general solicitation, and securities cannot be resold or distributed.

Regulation D, Rule 506 provides more clarification than Section 4(2) by stating that offerings are exempt if they are sold to only accredited investors and not more than 35 non-accredited but sophisticated investors. “Accredited investors” are defined by securities laws as financial institutions and organizations with assets exceeding $5 million or natural persons whose net worth exceeds $1 million or who have a regular individual annual income of $200,000 or a regular joint income of $300,000. There is no ceiling on the aggregate amount that can be raised through Section 4(2) or Regulation D, Rule 506 offerings. They are typically used for larger equity transactions with a small number of investors, especially when the investors are institutional or venture capital firms.

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Regulation D, Rule 505 Offerings

Rule 505 offerings have all of the restrictions that apply to Rule 506 except that in addition to selling to accredited investors, the issuer can sell to up to 35 non-accredited investors who do not have to meet the definition of a sophisticated investor. In addition, the total offering price of the securities during any 12-month period cannot exceed $5 million. Both Rules 505 and 506 require that specified business and financial information be provided to non-accredited investors. Form D must be filed with the SEC. Most states will accept Form D, a filing fee and an “Issuers Statement” for Rule 505 or 506 offerings, in lieu of a separate state registration or approval process.

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Regulation D, Rule 504 Offerings/Small Corporate Offering Registrations (SCORs) or U-7 Offerings

All of the exempt offerings described above involve significant legal and accounting expense and restrictions on contacting potential investors. There is another option for start-up or small expanding businesses requiring smaller amounts of equity capital and seeking to attract investment from a wider range of potential small-scale investors. Regulation D, Rule 504 of the federal securities law and companion Form U-7 state registration filings may be better suited to these small business financing needs. These offerings are called Small Corporate Offering Registrations (SCORs). They are also called Direct Public Offerings, since securities can be sold by the company or its agents directly to prospective shareholders as versus the Initial Public Offering in which SEC-registered securities are sold through a managing underwriter.

Regulation D, Rule 504 provides an exemption from SEC registration for companies making securities sales of less than $1 million in a 12-month period. No limitation is placed on the number or qualifications of the persons purchasing the securities and the offering may be made through a general solicitation and advertising. The SCOR securities can be traded and, as with all Regulation D offerings, a Form D must be filed with the SEC within 15 days of the first sale of securities.

These smaller offerings are not exempt from state securities registration requirements. However, most states have adopted a standardized Form U-7 registration statement requirement and almost all states recognize SCOR offerings. Only Alabama, Delaware, Florida, Hawaii and Nebraska state securities regulators did not allow SCOR offerings to be sold in their states as of March 1996. Regulation D, Rule 504 / U-7 requirements include:

Form U-7 is available in hard copy and on computer disk from the North American Securities Administrators at (202)737-0900. Send a $10 cashier’s check or money order and request for SCOR software to: NASAA, 1 Massachusetts Ave N.W. Suite 310, Washington, DC 20001.

Eight Western states now coordinate their U-7 filing process and provide the publication The Western Region Issuer’s Manual on How to Complete the Question and Answer Disclosure Document for Your SCOR or Reg. A Filing. The states are Alaska, Arizona, California, Colorado, Idaho, Oregon, Utah and Washington. Contact the appropriate state securities examiner to request the above publication, such as the California Department of Corporations at (213) 736-2731.

As with any equity offering, the issuing corporation should have a complete business plan to demonstrate to investors its plans for growth and how new capital will be utilized to achieve that growth. The business plan will be invaluable in completing the U-7 registration form, which must include the following sections:

U-7 or SCOR offerings are particularly attractive because they are beginning to allow capital markets to develop for small companies in a way that mirrors the liquidity and access of public capital and stock markets for large companies. The use of SCORs for business financing is escalating rapidly. More than one-third of all companies registering SCOR offerings to date are estimated to have raised more than their escrow requirements, an indication of at least the partial success of those offerings.

SCOR financing lends itself to raising capital through “affinity groups” that are interested in and supportive of the business. These can include customers, vendors, suppliers, business associates, friends or family. For a recycling company making a SCOR offering, solicitations could be sent to individuals with a particular interest in recycling, conservation, or environmental or socially responsible investing.

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The Pacific Stock Exchange’s SCOR Marketplace

In April of 1995, the Pacific Stock Exchange (PSE) received approval from the Securities and Exchange Commission to provide a market for SCOR and Regulation A securities. The SCOR Marketplace allows listed companies and current or prospective shareholders to buy and sell company securities in a public market. By making these securities more liquid and tradable, the marketplace makes SCOR and Regulation A offerings more attractive to prospective investors.

To be listed on the SCOR Marketplace, a company must meet quantitative and qualitative criteria of the PSE. Quantitatively, the company must have a minimum of:

Qualitative requirements cover issues of financial condition, operations, management, asset composition, bond and credit ratings, competition, government policies impacting the company and the use of offering proceeds. More rigorous requirements must be met by companies to be listed by the PSE as “Tier 1” and “Tier 2” companies. The application processing fee for the SCOR Marketplace is $500. This fee can be applied toward the original listing fee of $5,000. Annual maintenance fees for a traded SCOR stock are $1,000. Finally, the conversion fee to Tier 1 or Tier 2 listing is $15,000.(10) See the “Resources” section for publications on SCOR offerings and the PSE SCOR Marketplace.

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SCOR Offering Limitations

SCOR offerings have several drawbacks, however. Separate U-7 forms must be approved in each state from which investors are recruited. New capital investment is limited to $1 million per year. If larger scale venture capital investors will be needed at a later stage of company growth, they may be less interested in investing in a company that started with a large number of individual SCOR shareholders. As with any equity or debt financing structure, SCOR offerings should be pursued only after consulting appropriate legal, accounting or investment banking counsel.

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Conclusion

A host of alternative financing sources and strategies are available to entrepreneurial companies. Recycling, reuse and composting companies must be innovative in selling their products or services. Similarly, they must be creative in marketing the company and its capital demands to equity and debt partners.

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Financing Resources

NOTES:
  1. Franklin, p. A-1-A-45.
  2. “The 1995 Inc. 500 Almanac,” Inc. 500 1995, p. 39.
  3. Gregory Dean, Assistant Chief Counsel for Banking and Finance, Office of Chief Counsel for Advocacy, US SBA, comments, August 28, 1996.
  4. Wetzel, Dr. William, “Keep Your Eye on Angels,” Inc. Magazine, May 21, 1996, p. 22.
  5. Gaston, Robert J., Finding Private Venture Capital for Your Firm, John Wiley & Sons, 1989, p. 16.
  6. Benjamin, Gerald A., “Correlation of Stage of Development with Private Capital Source,” Earth Angels: Finding Hard-to-Find Private Investors, Gold Rush Press, International Capital Resources, (415)296-2519.
  7. Ammerman, Peggy, “21 Ways to Make (or Break) Financing Success,” Indianapolis CEO, June 1994, pp. 56-57.
  8. Office of Public Affairs, US Securities and Exchange Commission, Q&A: Small Business and the SEC (Washington, DC, June 1994) 13-22 & Walter E. Daniels and Linda Markus Daniels, Legal Considerations for Start-Up Companies (Durham, NC: Daniels & Daniels, P.A., 1995), pp. 29-33.
  9. Mamis, Robert A., “Andy Klein interview,” Inc. Magazine, July 1996, p. 39.
  10. Pacific Stock Exchange, SCOR Marketplace brochure, San Francisco, CA, September 1995.

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