So what about those pay-to-pitch dbags?

January 6, 2010

I’m itching to start digging into the fun stuff, and the topic of the hour is whether companies should EVER pay to pitch their deals to investors. I’ll forego the opportunity to win the TechCrunch “Defender of the Free World of Entrepreneurship” award and say the answer is yes.  Sometimes.

In my first post, I stated two of my core principles in the angel space were caveat emptor and TANSTAAFL: “let the buyer beware”, and “there ain’t no such thing as a free lunch”. Maybe it’s because I’ve been in businesses at many different stages, and maybe because I expect some basic decision-making capability from entrepreneurs, but it seems to me companies can usually sort out the cost/benefit for themselves.  There’s also a natural selection process going on: whether an angel group charges fees – and how much – determines a lot about the types of companies that choose to pitch, and in turn about the types of investments that the group tends toward. A few illustrations:

If you’re a bootstrapped startup with two young, first-time founders living and working together in a garage, and think you’re ready to raise some capital for your new online Twaddle service idea, should you pay several thousand dollars to pitch to a big angel network? Probably not: there are undoubtedly other ways you could put the money to better use (e.g., buy more Ramen noodles), and you’re better off at that stage with just one or two investors who can help groom and connect you.

Should you pay a hundred bucks to pitch at an investor event put on by the local entrepreneur networking group, that includes business coaching and presentation advice? It’s probably worth it – you can use the help – the first time or two. After that you’re likely getting seesawed on the coaching, and you can let someone else help pay for the event. If you want to attend and think it might have value, by all means pay your dues and go and network like crazy. Maybe you’ll meet that one investor you need, or someone that knows him/her. How about paying for a booth or a demo station? Here I’d give the same advice I give to companies marketing at trade shows: if you aren’t a known player and aren’t speaking, your odds of getting the right traffic can be pretty horrible, so watch your expenses.

How about if you’re a little further along: mature founder team; product in beta; got some revenue coming in, but burning through founder capital fast and need to get an infusion. Here I’d expect the founders to troll their personal networks first, but if that isn’t successful it probably makes sense to try a number of sources quickly, and some of those will cost you. Just manage expenses to your expectations.

Finally, what if you’re squarely in the “gap”: solid revenues and nearing breakeven; good growth, but for a variety of reasons not interesting to the venture community at this point. You need to raise $1.5M for a major expansion, and know that your boutique investment banker friend will take on the project, but it will end up costing $50K after retainer and success fees. In this case, paying $5K to pitch to a large network makes sense – if the probability of getting funded is 10% or higher. But be prepared – you don’t want to waste this chance. 

These are the decisions I’ve made myself as an entrepreneur, or helped other entrepreneurs through over the past five years as an investor and angel group manager. Most of the time entrepreneurs “get it”, and decide the right path for their situation. If they don’t take advice and/or make bad financial decisions… well, not everyone is cut out to be an entrepreneur.

All of the above is based on one premise: that the entrepreneur has good information about the potential outcomes at every stage in order to make good decisions. If a group or event manager can’t tell you what types of company are getting funded, how often and for how much, you should walk. And don’t go by long term averages (mean, median…): find out what has been happening in the past six months. Angel investor velocity changes over time, and in a down economy, velocity can trend to zero.

For angel group managers, there are two additional things I will add: give startups a break, and provide good feedback. Even though I ran a group that operated on a pay-to-present model, if we had exciting startups come through that were operating on a shoestring (think Twaddle in the garage), they got “scholarships” and a free ride. It’s just the right thing to do for them at that stage. Similarly, I always made sure applicants and presenters got good feedback: brief written comments with an offer to review in person in detail (no need to spend lots of time crafting pearls to cast… well, you get the idea). This practice was born out a personal bad experience: paying $500 to apply to an angel group that should have been a good fit for our offering, only to get a rejection with no reason. After harassing them, I got a mindless response of “come back when you have more traction”. Thanks for playing.


The Three… Two… One-Legged Stool

January 6, 2010

The previous few posts established the environment in which organized angel activities operate: a need for revenue to support increasingly professional operations and hired management, combined with limited means of assessing fees to participants in any transaction. The result today is that angel groups and events predominantly function on the basis of flat fees collected from investors, entrepreneurs, or sponsors. Charging each of these audiences has issues.

Investors are usually seen as the best source of fees to run angel activities: after all, they are the ones with the money and stand to make the most from the deal, right? Well… if you put yourself in their shoes, it’s not so simple: there is a limit to how much anyone will pay for what effectively boils down to a club membership or trade show attendance. For angel groups, I have heard investor memberships across the country ranging from $1000 to $5000 annually. Any less, and there isn’t enough income to support a manager; any more, and the investor expects the manager to provide a lot more service: such as screening deals independently, conducting due diligence, and negotiating terms. Those activities, of course, are viewed by the SEC as streng verboten, so most groups keep the amounts in line with value delivered. The same is true for events: investors are willing to pay a few hundred to a few thousand dollars, depending on the lavishness of the venue, headline acts, and extra-curricular activities.

Sponsors can be either public or private, though service providers like law and accounting firms, investment banks, valuation companies and the like are the most common targets. They make the big bucks, so they must have a lot of money to spread around, right? Well… as anyone who produces events can tell you, there are two problems with this assumption: there isn’t as much sponsorship money as there used to be, and sponsors have an annoying habit of expecting value for their contributions. Over time, sponsors start filling more of the seats in the audience, appearing in signage on every visible surface, and showing up on the agenda for “brief” welcomes, thank-yous, and overviews.

Finally, we come to the touchiest constituency: the companies seeking financing. There is enough debate in this topic for a separate – and upcoming – post, but suffice it to say this revenue channel has challenges. Whether couched as application fees, presentation fees, coaching fees, boot camps, or any combination, most entrepreneurs view these costs skeptically – often for good reason. Still, these fees persist, and aren’t necessarily indicative of some deep-seated class warfare against struggling entrepreneurs.

So, for better or worse, the organized angel sector today depends on these three revenue sources. Take away any one, and it becomes a balancing act to keep a group going. And more than likely, at some point you’ll lean back and land on your ass, wondering what the heck happened.


Who’s not writin’? John the Regulator

January 2, 2010

The Securities Acts of ’33 and ’34 established some interesting dynamics in the financing of private equity investments. At one end of the spectrum, we have funds (venture capital, buyout, distressed asset, mezzanine, and many variants). These are usually established as limited partnerships; restricted to at least accredited investors (individuals and/or institutions); and operate on a combination of management fees and carried interest. To date, funds have to date been mostly unregulated: the assumption being that if appropriate disclosures are made to a limited class of investors at inception, investors and fund management agree on terms, and the fund managers don’t run off to Brazil with the investor’s money, then everybody’s done their bit.

At the other end of the spectrum are transaction agents: variously called brokers, dealers, merchant and investment banks. These entities don’t typically manage money; instead they bring together investors and opportunities for a fee. Fee structures range from fixed amounts for capital formation advisory services and retainers, to a percentage of the capital raised. These organizations are very highly regulated: requiring testing and certification of the professionals; registration of the firms with an industry self-regulatory organization such as FINRA; indemnification and capitalization minimums; audits and other compliance measures. Not surprisingly, engaging an investment bank to raise startup capital can be prohibitively expensive. 

Somewhere in the wilderness between these two are “finders”: consultants, advisors, networkers and others who bring together investors and entrepreneurs for something in return. The securities industry has a less flattering name for these folks: “unregistered broker/dealers”, implying a level of sophistication that is usually absent. Instead, finders are often primarily engaged in some other business, but on occasion take remuneration for connection-making. Sometimes that remuneration is cash, sometimes equity. Irrespective, the law (sorta) says that if you want to be compensated for raising money for someone else, you have to be a registered broker or dealer. If found guilty of impropriety, the finder is not only subject to individual penalties (fines and presumably incarceration), but the transactions they have been involved with are forever tainted, and can trigger exercise of investor rights all the way through to an IPO. 

I’m fine with establishing a level playing field for private equity fundraising, but the current situation falls way short. The reason is simple: finders aren’t strictly policed, and as anyone who has been around private equity for a while can tell you, the rules aren’t very clear. Granted, the SEC is pretty busy with nuisances like Madoff, Stanford and Rajaratnam, but the lack of clarity in legislation means very uneven enforcement, often based on the priorities of regional SEC investigators. Finders who fall potentially under this restriction, then, never know if they have ridden into Dodge City, or Tombstone

So why should angels care? Theoretically, organized angel groups fall under this classification if they collect fees from any of the parties directly involved in the transactions: i.e., the investors and the companies. Practically, this has been enforced only in the case of success-based fees, no matter which party bears the cost (investor or entrepreneur), and regardless of whether the fee is flat or a percentage of the raise. This leaves the professionally managed angel group with limited options for revenue (hence, sustainability), and takes away the potential to align the interests of parties to the transaction from the outset. I’ll look at the implications in the next post.


The Snipe Hunt

December 30, 2009

Growing up in California, I spent a lot of time in the High Sierra at a family cabin. One of the popular games the parents organized was “hunting snipes”: taking the kids out after dark armed with paper bags and flashlights, stomping around in the woods shouting “Here snipe!” while shining the lights into the bags hoping to catch one of the elusive bird/mammal/reptiles when it ran toward the light. At some point in affair, the kids would notice the parents were all gone, as were the flashlights. Alone in the dark, lost in the woods. Panic and crying. Huge laughs from behind the trees!

Trying to connect the right investors to the right deals feels a lot like that. If you are an investor, you’d probably like to collaborate with other investors with complementary skills and interests, and it’s hard enough to find a few of those.  Then you have to find deals that fit your profile, and do it as efficiently as possible.  Somewhere out there, just beyond the light, is an entrepreneur with exactly the kind of deal you are looking for, if only they’d make themselves known. 

For some investors and entrepreneurs, this is no big deal. If you’re well-established in the community, visible and accessible, and have a track record on the appropriate side of the transaction, you’re going to get deals done.  You’ll have great access and say or hear “no” a lot. But for the new investor or first-time entrepreneur, it’s a tougher hunt.  Perhaps somewhat obviously, this is why organized angel activities survive and evolve: to minimize the friction in the opportunity discovery process. All the rest is really secondary and more sociological than functional.

The most fundamental human organizing principle is a group. Big and small, formal and informal, groups help us navigate life… even when we’re reluctant members.  Not surprisingly, organized groups persist as the most common way for angels to engage entrepreneurs. These might be informally managed by a few members, or a large organization formally run by paid professionals, but the principles are pretty much the same: find deals; vet and screen them; discuss, vote, dig deeper.  Having groups focused on specific market sectors allows them to be smaller; larger groups allow for more pooling of skills and broader industry reach.

Events are another popular means of getting the party started.  Whether monthly dinners, quarterly breakfasts, or annual blowouts, events get entrepreneurs in front of more investors (hopefully), but there typicallyisn’t a structured follow-up process, so the entrepreneur is often left working with a bunch of individuals, individually.

Investor directories and match-making sites are becoming more popular, and provide a great way for investors to search out deals that fit their profile without enduring a lot of social activities.

Finally, angel funds are a small but very interesting means of pooling investor resources and using the skills in the network.  There is a fair amount of management complexity to be discussed, but this may provide the best means of getting more potential investors into the mix. I’m going to consider incubators with a co-investment strategy a special case of funds.

With these options, it’s no surprise that investors and entrepreneurs have trouble figuring out where to invest their time.  But there’s another wrinkle: almost all of these activities costs money, and figuring out who pays for them is the source of a lot of angst.  Before I dig more into that, let’s look at the unnamed participant in the whole ecosystem: the regulatory environment.  Queue spooky music…


Mind the Gap

December 29, 2009

One wrinkle that has really impacted the angel investment sector is the VC trend toward later-stage investing.  This has been documented in many places, but the VC industry has effectively stopped investing in seed stage ($500K and less) and startup-stage ($2M and less) opportunities. [Note: Predictions abound that 2010 may see a return to smaller funds that participate in earlier stages, which will be good for everyone.]

Drawing on another slide from the 2007 ACEF presentation already referenced, there is a resulting condition that has developed — large rounds left unfilled by either individual angels or venture firms:

This gap has been increasingly filled by organized syndicates of angel investors, either through managed groups, angel funds, formal and informal networks.  When it works, this syndication has been credited with a number of positive outcomes:

  • more professional deal screening and due diligence efforts;
  • less reliance on institutional (venture) investors for businesses that aren’t attractive to VCs;
  • better preparation of those businesses that do chose to pursue venture investment;
  • faster closing of rounds, with more consistent and reasonable terms;
  • better returns to angels (see the excellent study by Rob Wiltbank and Warren Boeker for the Kauffman Foundation, which I’ll be referencing later)

It’s this condition — inefficiency, desperation, and large amounts of money in flux — that has led to a lot of innovation in the angel investing sector, as well as a lot of questionable behaviour.  But as we’ll see in an upcoming installment, it’s a no-win situation.


Profiles in Courage

December 29, 2009

Knowing the number of angel investors who are in the game, and believing that most of them have not been duped by someone, one has to wonder what are some of the reasons why they do it. There’s undoubtedly some psychometric research out there that outlines the personality traits and life experiences that make for an active angel investor, but just through observation over the years I have noticed the following:

  • they are generally successful business people with an entrepreneurial streak;
  • they may be retired or recently exited from another gig, so they have some time on their hands;
  • they are still excited about the energy of the business (esp. startup) world;
  • they are reasonably patient, but have human lifespans;
  • they want to put some cash to work outside the public markets.

In terms of what they hope to get out of the experience, the rank looks something like:

  1. Financial return
  2. Opportunity to help grow a business (get their hands dirty; use their brains, skills and contacts)
  3. Giving back to their community (call it for-profit philanthropy: a recognition that they were helped along the way and want to do the same for someone else)
  4. Financial return

The last isn’t a typo — it’s just a reminder that in the end, if an angel loses money in a deal or it takes forever to pay off, s/he’ll probably be disappointed by the experience no matter how well the other bits went.

Angels tend to invest in things they understand as a by-product of their business and life experiences. While highly technical angels might be willing to invest in deeply technical startups, in my experience most look for opportunities they can understand at a “visceral” level: a better mousetrap, a tastier soft drink, a new service, a better way to deliver old services, etc.  Taking the “magic” out of the business proposal means they can focus on fundamentals like the team, market, channel, and so on.

Angels have also learned over the years to avoid capital-intensive markets, where their meagre investments will be stepped on repeatedly by much bigger feet just to get a product to market.  This is why only the most intrepid and knowledgeable angels (and a few hapless gamblers) participate in startups in the pharmaceuticals, biofuels, solar cell, semiconductor and other research-intensive or infrastructure-centric sectors. While the upside potential is impressive, the long durations and high expenditures are enough to keep most checkbooks unopened.

In most of these ways, angel investors differ from their VC counterparts.  As professional investors with funds whose horizons may extend ten years or more, VCs can play more of a bet-and-hold game, re-upping their bets as needed down the road.  Once VCs enter the deal, angels rarely have the staying power to remain “whole” for long.  VCs can also play more of an opportunity matrix strategy, scattering a few investments around several major sectors and riding the big waves.  For these reasons and others, angels and VCs aren’t inherently symbiotic: they may interact occasionally on certain deals, but the success of each is not dependent on the other.


Pennies from Heaven

December 29, 2009

With four million (more or less) potential angel investors in the US, but only ten thousand or so organized in any notable way, we can’t be talking about much money being invested, right? Yes… that was a rhetorical question. In fact, the same 2007 ACEF presentation mentioned previously includes a great slide comparing the relative investment volume by angels compared to venture capital firms:

 

In 2007, it’s estimated that angels invested $26B into 27,000 deals — for an average of $456K per deal.  During the same period, VCs invested $29.4B in 3,813 deals – averaging $7.7M per deal, and based on the VC industry trend toward later stage investing, one can assume the median investment is much higher.  So the overall scale of angel investment is very close to that of VCs, but the number of deals is vastly different. Not surprisingly, angels invest less per deal on average, and almost always less per investor. 

So what does this tell us?  Obviously, angel investment is a powerful component of the startup business funding ecosystem.  Does it tell us much about the interactions between angels and VCs?  Not really.  While conventional wisdom might say that a typical funding path for a high-tech start-up is: founders/family/friends, then angels, then VCs, in reality the investment profiles of the two groups keeps them separate much of the time.  I’ll explore the reasons why in a couple of posts: Profiles in Courage and Mind the Gap.


Whence thine angels cometh?

December 29, 2009

One origin of the dispute around how angel investors “ought” to behave stems from a lack of clarity around what exactly makes one an angel investor.  One definition of early stage sources of start-up funding calls out the four “Fs”: the Founders, their Friends, their Family, and other Fools.  Thus an angel is someone initially not associated with the business in which they are investing.  The “fool” attribute is perhaps not flattering, but as we’ll see it can be all too appropriate and has some historical context.  According to tradition, the term “angel” was originally applied to backers of early Broadway shows by their producers, and the sobriquet was more flattering than others considered (“sucker”, “mark”, “rube”, “chump”, etc.).  It’s a mistake even today to believe the term applies to any heavenly characteristics or conduct.

The Securities Act of 1933 attempted to corral a lot of bad fundraising behavior by requiring registration of many types of security offerings, with the exception of offerings limited to certain entities and individuals — including accredited investors, which loosely defined are “wealthy and presumably sophisticated suckers, marks, rubes, and so on.”  OK, it doesn’t really read that way in Regulation D, but I’m sure it was in an early draft.  Either way, this began the modern age of angel investing: if companies restricted their fundraising to certain types of individuals and organizations, they could significantly cut down on their paperwork.  Of course, the majority of that “paperwork” was mandated financial and other disclosures, so it essentially put the responsibility back on the investor to ask the right questions and hope for the right answers.

Note: The ’33 Act was followed up the next year with the Securities Exchange Act of 1934, which went on to establish governance over securities trading, corporate reporting, insider trading and one other significant development for we angels: the regulation of transaction agents.  More on that later.

In the most general terms, then, angel investors possess a minimum threshold of wealth; are expected to have the ability to sort out business details; are willing to take enormous chances on early-stage businesses; and are pretty much on their own.  Thus it’s no surprise that most invest infrequently (if ever repeatedly), and many look for ways to organize in order to minimize their risk.   It’s also clear that not every potential angel bothers to be one.  A 2007 report by the Angel Capital Education Foundation shows that of the 4.2M millionaires in the US (a good proxy for total accredited investors), only 225K are “active” angels, and 10K are active in formal groups.  There’s a lot of opportunity to get more investors involved, if the process can be improved.

 


Tap tap… Is this thing on?

December 2, 2009

Every blog has to have a first post, and this is it.  I suppose I should elaborate on why blog this exists at all: after being active in the so-called angel investment sector for five years, I think I’ve learned a few things worth sharing.  Some of it is good news, some not so good.  Lately there has been a lot of focus in the press on some of the not-so-good, so I’d like to start with a few posts on the wide-ranging nature of angel investment which should paint the landscape, and then we can tackle some of the more controversial and timely issues.

Note that I don’t want to recreate all the great material already available from groups like the Kauffman Foundation, Angel Capital Association, Angel Capital Education Foundation in the US, the Canadian National Angel Capital Organization and the European Business Angel Network.  In fact, I’ll be referencing it liberally, and for the most part focusing on US-centric issues as they are closer to home.

But to give everyone a little preview, I’m not rabidly for or against any existing models of angel organization and investing.  I do believe that the next few years are going to see some radical shakeup in the marketplace, though; but that’s because it is time for new thinking, not because of any inherent inequity in the current systems.  However, as the title of this blog suggests, there are early-stage investors who really are angels, and some who are real pinheads.  We’ll try to sort out the best and worst practices.

All that said, here’s a few fundamental tenets underlying what I’ll cover:

  • Direct investment from private individuals (i.e., angels) is a necessary – and significant – component of the startup ecosystem
  • Those individuals have many different goals and investment profiles, and there is no “one right way” for them to find and participate in deals
  • The securities regulatory environment is a fundamental contributor to the problems we see in organized angel activity
  • Caveat emptor
  • TANSTAAFL

If you disagree with any of these, I don’t suppose the rest will be very enlightening.  Just the same, thanks for stopping by.


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