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Part One: The New Normal of Work

Think back on your life before the Global Financial Crisis.  It seemed ok, and then disaster hit.  In the following few years, startups created new ways of living in a new normal that followed the crisis.  Many of the problems they solved were things you may not even have thought of as problems, but now you can’t live without the solutions.  Companies came up with game changing innovations like Dropbox, Venmo, Square, Instagram, Slack, Zendesk, Groupon, Pinterest, WhatsApp and more.

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We are in the same situation now, only bigger.  Startups are solving big problems that we never thought about because we took them for granted.  Investors who back these companies will be a part of a new batch of “unicorns” that will lead tomorrow’s technology scene.

Before 2008 travel seemed to work out pretty well.  We bought plane tickets online and either rented cars or took cabs to our hotels.  Life was good – we thought.  Between Uber and AirB&B and their peers we’ve totally changed how travel happens. Nobody thought hotels were “broken” and the initial idea of sleeping on someone’s couch was ridiculous.  Instead, staying at AirB&Bs became the new normal and we wouldn’t think of going back.  Similarly, I can’t even conceive of calling a cab, waiting for an hour and having uncertainty about whether they were ever going to show up.  Uber has completely changed how we think about local transportation and car ownership.

We are never going back to the old normal.

I hear people asking when it is going to “go back to normal”, maybe once we have a vaccine.  I have news to you – we’re never going back.  Life is going to be changed for all of us in many ways.  We have created a “new normal” series for you with different aspects of new normal in each update beginning with the new normal of work.  Other sessions will cover the new normal of education, healthcare, supply chain, cybersecurity, personal privacy and more.

We have two years to invest in the next big thing in the new normal.

The world is seeing massive disruption in nearly every aspect of our lives.  We’re digging deep into trends and looking at how companies are innovating to help create the new normal.  These will be the best venture capital investment opportunities that we will see for some time.

Please help us out – we are recruiting companies for the PandemicTech HyperAccelerator, coming up the week of November 9th and with Demo Day in January.  Please let any PandemicTech companies you know and apply at www.hyperaccelerator.org.  Also, sponsorship partnerships are available at http://www.hyperaccelerator.org/sponsorship/

Learn more about PandemicTech and investment in the Pandemic Impact Fund, L.P. at www.pandemicimpactfund.com 

How We Work in the New Normal

For most Americans something has been creeping up on us that severely diminishes our quality of life – the daily commute.  In major urban areas it’s not uncommon for many people to spend two hours a day or more on their commute.  Over the course of a week, that’s 1.25 days of lost productivity.  Until now 94% of us in the United States came into the office pretty much every day.  Companies and their employees are seeing a burst of productivity as these lost hours are regained for personal and work use, leaving us less stressed and more in control of our time.  

IMPACT: commercial office space and home design will have to re-think itself.  Homes and apartments are being reconfigured to accommodate multiple home offices, and commercial office space will shrink. We are already seeing startups who are creating hybrid housing/co-working spaces that combine the efficiency of both. For the rest of us, we’ll see more optional office time and reconfigured offices with “hoteling” of desks, and an increase in conference rooms and meeting spaces.  Software that manages office assets are clunky now and don’t work well across platforms.  We’ll be seeing new companies that seamlessly connect people, places and resources across multiple calendaring platforms. 

The new normal will have us all thinking that going to the office every day was crazy.

Most of us feel that face to face meetings are the best for getting work done, but really Zoom and its peers do a pretty good job of handling routine meetings.  In many cases, if I’ve met someone once in person, I’m fine with continuing the relationship via Zoom.  But the platform is still very 1.0 and there’s room for someone to build teleconferencing software that has better scheduling, better ways to connect, share and interact.  

The new normal will have us video conferencing even with people in our own building.

Productivity has always been important to track, and when productivity no longer means spending eight hours a day in the office, we’re seeing much more sophisticated ways of tracking employee output.  These systems make work more efficient by creating greater transparency about tasks and deliverables, but can be challenging for jobs where strategy or creativity are the outputs and they can’t be best measured in terms of units of output per hour.  Ultimately, startups will develop ways to manage worker output in ways that allow for maximum freedom and increased corporate performance.

Telework Changes Everything

Telework will allow us to work from virtually anywhere.  We are already starting to see migration out of large, expensive and crowded cities to rural and mountain communities with better quality of life.  Even during the short time of the covid crisis to date, housing prices are shifting in different communities to reflect the beginning of a worker migration out of the cities. As people spread out, technologies that enable that will increase.  Everything from cybersecurity to mesh satellite networks beaming the internet to all corners of the world will enable interactivity in ways that we can only begin to conceive of. 

Finally, one of the most impactful changes in how we work is the sheer lack of work at this point.  With over 30 million people applying for unemployment, and even now with many people returning to their jobs, we still have unemployment figures in the 8-10% range.  Many of those people will not be going back to their old jobs in the new normal. Pair that massive change in the workforce in a short time with other megatrends such as the rise of the gig economy.  Unemployed people will accelerate our adoption of the gig economy which was already set to exceed 50% of all jobs in the U.S. by 2024.  Startups are innovating in the PEO space (think ADP, TriNet and Insperity).  Now, you can be a gig economy worker and still have health benefits, withholding, 401K and other employer-like benefits, even though you work for yourself.

PandemicTech is the newest technology category which will create the unicorns of tomorrow.

Please help us out – we are recruiting companies for the PandemicTech HyperAccelerator, coming up the week of November 9th, 2020 and with Demo Day in January.  Please let any PandemicTech companies you know and apply at www.hyperaccelerator.org.  Also, sponsorship partnerships are available at http://www.hyperaccelerator.org/sponsorship/


Learn more about PandemicTech and investment in the Pandemic Impact Fund, L.P. at www.pandemicimpactfund.com

Like many of you, I attended my first virtual conference a few months ago and while the content was great, I missed the networking that I value so much from conferences. 

Now, I’m planning my second virtual conference of my own and I’m prioritizing not only implementing technology that supports networking, but making sure that I create a culture in the conference around actually using it.  What follows is some advice for both conference organizers and attendees to get the most networking out of an event.

Principle #1:  Talking heads put people into “passive mode” and they check out.

Solution: Mix up engagement models throughout the conference. 

Sure you can have keynotes and panels if you must, but then have breakout sessions where people are encouraged to talk, question and share.  Build in plenty of “white space” – time where people can engage with the networking opportunities your virtual conference has provided.  And finally, provide opportunities for both one-on-one networking and small group interactions.

My first virtual conference had built in networking functionality, but I really couldn’t figure out how to use it, and when I did reach out to others, they apparently couldn’t figure out how to respond either.  Online networking is as much a “warmware” issue as a software challenge.  Conference organizers need to not only have software that facilitates networking and collisions, but they need to train users to make sure that they understand how it all works and that using this functionality is expected of them.

I started planning by thinking about how networking happens at face to face conferences.  There were six main ways that I connect with my peers at conferences:

  1. “Collisions” where I run into peers in the hallways at events.
  2. In session connections – it can be rude, but finding someone you know and sitting next to them and chatting when appropriate.
  3. “Clusters” where three to five people meet up casually in-between sessions and chat.
  4. Meals and Cocktails where you seek out people you want to meet with and have lunch, dinner or cocktails with them.
  5. Trade show style booths are also a way to meet with vendors you’re hoping to connect with.
  6. Pre-scheduled meetings are a more intentional way to make sure that you meet up with the people you need to see at an event.

All of these are based on finding a physical space or place to connect which seems to run counter to the structure of a “virtual conference.”

When planning for my upcoming conference, I thought of it not so much as a website, but as a physical event space.  Here’s a blueprint I came up with to designate the reception and checking area, hallways, breakout sessions, plenary sessions, and vendor booths. 

By breaking all of the different ways that people would interact with each other into a physical space model, it makes it easier for conference attendees to get a feel for how they are supposed to interact in this unfamiliar virtual conference space.  As an attendee I can see the expo hall options, the network drop-in sessions, one on one opportunities and the presentation spaces.

To make this work, we ended up doing something a bit unconventional.  We used Hopin as the reception and networking areas for the conference, and Zoom for the Plenary and Roundtable sessions.

We did this because Zoom is well established and familiar to everyone.  We needed a platform that our speakers could plug into easily and that would have familiar interfaces for presenters to share their screens while viewers had the ability to connect via chat.  But Zoom means talking heads and we wanted to break out of that mold. We really like the concept of Hopin and it has some of the best networking options we’ve seen, but the Main Stage is quite difficult to navigate and getting someone backstage is tricky.  Once they’re there, sharing screens and seeing what you’re presenting is not so easy.  Rather than risk a disaster, we opted for the dual platform.

Hopin’s networking allows us to facilitate multiple types of networking on the platform, which is really great.  Here are the ways we used Hopin to facilitate connections at the conference:

  1. Hang out rooms – We created Hopin “sessions” where participants can join in with smaller groups to get to know each other.  These sessions are open during the entire conference, so attendees can stop by any time and see who’s in the rom.
  2. One-on-one Networking is a great feature in Hopin.  This zone automatically pairs participants who opt-in to be connected with each other for three minutes (or longer if they want to extend) and then the platform facilitates sharing contact information if they want to connect later.  I found this function to be fun and to be a great way to meet people in a way that I wouldn’t easily have available to me at a typical in-person conference.  It is similar to speed-dating networking sessions I’ve seen at certain events, but not typically at conferences.
  3. Wine-Down:  We’ve created an end of day small group networking opportunity for participants to grab a glass of wine, beer or cocktail of their choice and connect with others at the conference in a casual setting.  We supply sample discussion points to get things going, but those are strictly optional and people can chat about whatever they like.  We set up a wine sponsor who sent discounted gift boxes of high quality single serve wines to participants who opted in for that. 
  4. Trade Show Booths
  5. Impromptu Sessions with one or more participants

For the Roundtable sessions, we opened up Four Zoom Rooms so that each of the different breakout topics would have their own room.  With this structure, we were able to allow all participants to be able to turn on their video and microphones and actually engage in discussion.  (Of course, microphones go on mute when not speaking.)  We could host between 100 and 500 people in each of these sessions.

Plenary sessions where everyone is viewing keynote speakers or, in our case, venture capital pitches, were also done in Zoom.  This allowed us to switch rapidly between presenters and everyone was already familiar with the platform.  The key, though, is never to have more than sixty minutes with any one kind of interaction.  Keep it moving by switching up how attendees interact and their brains will be stimulated.

Final advice for attendees:  be proactive in how you approach a virtual conference.  If done right, attending a virtual conference with a good networking platform can provide you with MORE rather than fewer networking options! 

Look through the registrations (if available) and identify who you want to meet with in advance.  Learn the connection options and reach out to make connections with one or more people at a time.  Make sure you get contact information to follow-up with people you’re interested in.  If you have to miss a panel or two in order to make great connections, don’t worry.  Most virtual conferences record the sessions, so you’ll often have a chance to catch up on the content later while focusing on relationship building during the conference.

Shameless Plug:

If you’d like to see all this in action, and get great startup content about resiliency during the pandemic, be sure to check out the Colorado Capital Conference.  Even if you’re not from Colorado, this event is open to anyone and the speakers and pitches apply virtually anywhere.  We’ll have Brad Feld from Foundry Group to talk about many types of resiliency and some of the themes in his new book, The Startup Community Way: Evolving an Entrepreneurial Ecosystem  We’ll have Denver’s Mayor Michael Hancock sharing the unique resiliency the city has shown in responding to the pandemic.  Join us! 

If you are a startup CEO, or work for a startup – these are challenging times. The world as you know it is on hiatus, and uncertainty reigns. I would like to share some wise advice from my friend and fellow board member at the Angel Capital Association, Pat LaPointe from Frontier Angels in Bozeman, MT. This is advice that I hope every startup CEO in our community takes to heart.
Best wishes, and be healthy,
Peter

Dear <CEO> –

I hope you and your families and friends are healthy and staying safe. There is no “sale” worth jeopardizing your health. No meeting is worth exposing yourself or your team to something for which there is presently no cure. Please be careful.

I was running early stage companies in both Sept 2001 and in March of 2008. This feels EXACTLY like those situations. Fear and uncertainty reign. No one person has a completely accurate view of the situation because it is SO complex and unprecedented. In case you care, here are a few observations on how I would apply my own experience if I were running an early stage company today:

  1. If I was selling to enterprise or government buyers, I’d expect everything to stall. Sales pipeline will get rigor mortis and nothing will move forward for months. That means any revenues you were counting on from companies not already under contract will NOT materialize anytime soon.
  2. If I had contracts with cancellation clauses, I’d expect to see half my enterprise customers exercise those clauses. Government buyers don’t tend to cancel in the near term, but commercial enterprises will start shedding expenses UNLESS I’d already been able to PROVE clear cost savings for them. If my value proposition was about generating more revenue for them, they will STILL cancel because many of their clients/prospects will not be buying right now.
  3. If I had less than 12 months of cash on hand, I’d start preserving cash NOW. TODAY. It is incredibly painful to have to lay off people who you worked so hard to recruit and train, and who have worked so hard for your shared future and vision. But you have to think about the business surviving first so you will live to fight another day and have any hope of re-hiring people later. I would triage my accounts payable and stretch my vendors to 90 days or more. I’d call and tell them I was doing that, but I had no choice if the business was going to survive.
  4. Even if I had more than 12 months cash on hand, I’d move to conserve cash immediately. I’d defer discretionary expenditures. I’d look for opportunities to reduce my non-strategic expenses like rent or other things where I may be able to renegotiate the deals.
  5. I would look for opportunities for “customer financing” – getting happy customers to pre-pay for the next 12 months of product/service and offer something special in return.
  6. If I had a revolving line of credit, I would draw it down NOW. The interest cost is small price to pay for the security of the cash.
  7. If I had a termsheet on the table or was in mid-raise with “soft circles”, I’d expect it will fail. Venture funds will continue to invest, but only after a few months go by to allow them to reassess the market dynamics and even then the valuation they offer will be much lower even if there is no apparent reason for that. Angels already have “alligator arms” and are fast shutting down all investing until they understand their own personal liquidity. They are thinking about their families and their own health since the majority of them are over 60. I’d expect them to be cautious and slow-moving for at least 6 months. I’d look to find capital from family and friends and credit cards and second mortgages to stay alive. Another option…
  8. I’d look for opportunities to sell services to customers/prospects for short-term revenue flows to keep the lights on. I’d think about where my expertise is and how I can leverage that near-term to create value for someone.

Bottom line: act fast to preserve cash so you have more options 6 or 12 months from now. Expect the situation to get far worse than you may initially think (e.g. 20% unemployment; 8-12 weeks of “social distancing”; a big viral rebound in the fall of this year; fundraising rounds taking 12-18 months). If it’s any better than that, you’ll be ahead of the game.

I will never forget how my first big exit completely fell apart in the fall of 2001 and took many months to put back together (at a lower price). Or how I had bankruptcy papers on my desk in 2008. Or the incredible pressure of having to keep my family afloat and protect my staff – many of whom had become close friends and all of whom had families of their own. In both situations, I acted too slowly, was overly optimistic about how soon things would turn around, and pushed the company too close to the edge. I was too optimistic and overly confident of my own ability to impact a market being buffeted by forces far larger than I could overcome – no matter how hard or smart I worked. 

But we adapted, learned, and thrived. You can too.

We (Frontier Angels) are huge fans of you and your team and want to help.  We are still investing. What we’re looking for are companies who A) have good market traction, B) have the ability to ratchet-down their monthly burn rate, C) are sufficiently well financed to seize opportunities in the market, and D) have CEOs who are not prone to mistaking hope for judgment. Call anytime we can help with anything.

Stay well; act fast. Remember, YOU are the core of your asset. Take care of YOU.

Venture Capital Funds all have a thesis about what makes them tick and why institutional and individual investors would join them as Limited Partners.  Social and Environmental Impact Funds often struggle to articulate their social or environmental impact thesis because of a variety of conflicts within the impact investing space – not the least of which is the false dichotomy of “purpose over profit”   while others struggle with being hyper-focused on one cause vs. taking a holistic approach.

Here is a chance to read an Impact Venture Capital Fund’s thesis that reconciles this dichotomy and offers a way for investors to make significant and measurable social and environmental impact while also achieving top quartile market rate returns.

The Fund is the Rockies Impact Fund, based out of Denver, Colorado.  The Fund is launching in 2020 with a mission to invest in the most innovative impact companies in the U.S. Led by an experienced management team with over a hundred investments, this new fund is pioneering a way to make the most impactful investments targeted at top quartile market rate returns.  Read on to learn how they do it.

Rockies Impact Fund Investment Thesis:

Our thesis is that we will achieve top quartile venture capital returns while focusing our investments innovative companies that are the drivers of human growth creating measurable impact in social and environmental sectors  such as healthcare and life sciences, education, food and employment security, and cleantech. 

The Rockies Impact Fund thesis unpacked.

Our thesis is comprised of five elements, each of which has deep thinking behind it based on our experience in the venture capital investing world, intensive work in social and environmental impact companies and our engagement in the world of impact investors and how they think about “impact”. 

We’re concerned about attitudes about “impact investing” and general confusion about what this means exactly.  We find little in common between early stage venture impact investing and public “ESG” (Environmental and Social Governance) companies.  The differences are far more substantial than just size and corporate structure. The “ESG” companies are rarely innovative in the way that startups are, and worse, their impact may actually be negative overall.  We’re skeptical of the greenwashing that companies like Exxon, ConocoPhillips, CocaCola, Nestle, Clorox and others use when they raise the ESG banner over their names. There is simply no way that the net impact of these companies is positive, despite their ability to comply with ESG metrics that somehow don’t take the massive negative environmental and social impacts these companies create into consideration.

The Rockies Impact Fund seeks to distance itself from these companies, and the disfunctional metrics that allow them to be considered “impact investments.  The Rockies Impact Fund is in search of high returns in truly innovative companies that are solving problems for the future of all of us, our children and our children’s children.

Please take a moment to consider the perspective of these five elements of the Rockies Impact Fund’s thesis to better understand where the leaders in impact investing are headed.

1. “Our thesis is that we will achieve top quartile venture capital returns”

Top quartile returns in the VC industry have ranged from 18% to 37% in annual growth over the past decade with an average across vintages of 25.59%.  The current investments in the Rockies Venture Family fall squarely within the upper quartile returns spectrum, based on year over year increase in Net Asset Value. Our experience has been that impact companies in our portfolio have actually slightly outperformed other sectors such as SaaS technologies, Artificial Intelligence and E-Commerce.  The surprising conclusion is that impact companies don’t need to have reduced expectations of growth or investor returns that many people in the impact world seem to expect. 

Our thesis is that if we’re investing in a company that creates positive measurable social or environmental outcomes, everyone involved should be working to grow this company as large as possible to create positive returns and exponential growth in impact and financial return upon acquisition.  The more these companies grow, the more good we create in the world. It’s that simple.

Many impact funds and investors believe that “zebras are better than unicorns” and focus on small business.  While there is a place for this, our belief is that it is not a place for venture capital. The concept of “concessionary” returns for impact companies which may seek to return only one to five times the investment is simply not necessary when companies that are creating true innovation and are driving human growth in so many ways, while also having the potential of returning 10X the investment or more.

Rockies Impact Fund has had a geographical secret weapon for creating better returns that other Funds may not have in their arsenal.  While the Fund may invest in the best companies anywhere in the U.S., its portfolio is weighted towards Colorado and the Rocky Mountain Region.  Companies here are valued at up to 30% less than similar companies in Silicon Valley or New York. Silicon Valley Bank has done research for us showing this discount is consistent over time, but that as companies move towards acquisition, their valuations converge with those of coastal firms, thus resulting in potentially higher returns for portfolio companies in our region.

The Fund also benefits its individual Limited Partners by primarily investing in QSBS stocks that qualify for Section 1202 tax free status for individual investors.  The Fund additionally passes through Colorado tax rebates of 25% on qualifying investments, also to individual Limited Partners who are Colorado taxpayers. These tax favored structures benefit individual L.P.s with increased cash on cash returns without detriment to institutional investors who may not qualify for these tax breaks.

To create top quartile returns, we have a portfolio strategy that includes diversification into approximately 25 portfolio companies.  We believe that smaller portfolios increase concentration risk to Limited Partners and defeat many of the reasons for investing in a managed fund.  We also believe that significantly larger portfolios suffer from a lack of the hands-on engagement with management teams and boards which has been shown to increase returns. The “spray and pray” method of investment does not foster best investment and portfolio practices and makes thorough due diligence and management difficult.

Our portfolio theory also holds that a significant portion of the Fund, ranging from 50-66%, should be held in reserve for follow-on investment.  Our first round investments typically include rights to participate in follow-on rounds. We believe that after investing and working closely with a portfolio company, we have better inside information than new investors, and we are in a better position to invest (or not) in subsequent rounds.  By continuing to invest in follow-on rounds, we reduce overall risk to the fund, by shifting a portion of the capital to increasing later stages of company development where many of the early stage risks have been mitigated. Additionally, this strategy allows for any of our portfolio companies to grow to the point that just one company can “return the fund”. 

2. “Focusing our investments on innovative companies”

The companies we invest in are truly innovative and are bringing new technologies, products and services to markets that don’t have the ability to develop innovation on their own.  We have a saying, “M&A is the new R&D”. Large corporations are no longer innovating as much as they did in the past, and they are using M&A to acquire innovation instead of developing it in house.  This simultaneously reduces risk for them, and creates opportunities for social and environmental impact companies that have created scalable impact solutions.

While R&D budgets have been on the decline, a combination of the 2017 corporate tax breaks, cheap access to plentiful capital, and large corporate cash reserves, have all led to an increase in acquisitions in recent years.

Impact investments in so called ESG companies in the public markets don’t provide the same level of impact innovation that early stage startups can, so Limited Partners in early stage impact funds can have a chance to support game-changing technological advancements rather than incrementalism of the incumbents.

As an example, one of our portfolio companies, PharmaJet, Inc. based out of Golden Colorado, is innovating in healthcare vaccine delivery in ways that create multiple positive social and economic benefits.  Their patented, innovative needle-free delivery system for both subcutaneous and intramuscular vaccines is game-changing in providing the following health care benefits:

  1. The needle-free system engages more members of the community who may have been needle-phobic, to get vaccinations, resulting in higher overall public health outcomes.
  2. The needle-free system eliminates needle-prick infections for healthcare practitioners, resulting in significant savings.
  3. The needle-free system results in elimination of needle re-use, especially in third-world countries where a single syringe may be used ten or more times, with resulting infection increase.
  4. The PharmaJet cartridges have zero waste vs. up to 35% vaccine waste in traditional needles and vials.  This makes a huge community impact for vaccines such as polio which are currently in a world wide shortage.
  5. The PharmaJet delivery methodology pierces the skin, and also the cells below the skin.  This makes delivery of new DNA based vaccines extraordinarily more effective because of the need for these vaccines to interact with the DNA within the cells.  Traditional delivery methods require much more of these expensive and difficult to manufacture vaccines to achieve the same results.

3. “Companies that are the drivers of human growth”

A unifying theme of the Rockies Impact Fund is that the companies we are investing in are all driving factors of Human Growth in one way or another.  Right now we are facing an unprecedented number of global challenges to human growth, despite exponential technological advances. 

We are investing in a portfolio of companies that look at human growth from many different angles rather than a hyper-focused impact theme.  We believe that a holistic approach is necessary to tackle the complex, multidisciplinary challenges that the world is facing.  

Human growth is a multi-disciplinary area that moves through Maslow’s Hierarchy from bottom to top including decent standards of living, housing, availability of healthy food and clean water, education, smart cities, reliable clean energy systems, equality of opportunity, and communities that foster freedom and dignity for their members.

The concept of human growth is one that has expanded significantly in the past decade.  Social OR Environmental concerns were previously articulated by many organizations. Today we need to think of Social AND Environmental concerns as it becomes clear that environmental change IS social change.  We are on the brink of seeing massive social change, migration, shifts in wealth, previously unseen environmental health impacts, and battles for limited resources – all caused by changes in environment. 

Human growth is the most important theme for all of us in the coming decades, amidst massive change and a comprehensive approach versus point solutions is the way we must be thinking about how to solve the complex problems the world is facing.

4. “Creating Measurable Impact.”

There’s no sense in creating impact if you can’t measure it.  

The Rockies Impact Fund has been a student of Impact Measurement over the years and has evolved from rejecting the one-size fits all “metrics” that really don’t measure much at all in a way that investors can usefully compare investments to generally adopting the  processes and standards as described in the Impact Measurement Project. www.impactmeasurementproject.com  The IMP provides general guidelines which ultimately lead to metrics that are targeted to the core impacts of the portfolio company rather than generic metrics, that even when modified to be sector specific, never seem to adequately measure what the company really does to create positive impact.

Our interest in impact investing is to invest in “Primary Impact” companies who create positive social or environmental impact through their primary business model.  These companies are doing good every day and by measuring their corporate output, we can also measure their social and environmental impact. Some measurement models focus on Secondary Impact which measures “how” the company operates vs. “what” the company does to create impact.  We support the measures that secondary impact metrics support such as supply chain transparency, recycling and energy use, fair pay, and more, but these are good guidelines for all businesses vs. metrics that track true innovation. For example, we can calculate the positive social impact of PharmaJet based on some of the criteria listed above.  The more PharmaJet sells of their product, the more positive measurable good we can find. We happen to know that they recycle and have fair employment and supply chain practices, but we invest because they are creating massive improvements in healthcare delivery.

Measuring positive outcomes is a good idea for impact investing, and this includes having a clear framework for measurement of a company on a pre-investment basis to determine if it is sufficiently impactful to call it an impact investment.  We’ve found in our own portfolio, that impact comes in shades of gray and some companies are more impactful than others. Without a pre-investment impact criterion, an impact fund could consider every potential investment to be an “impact” investment.  We have seen this happen and have developed a point system to help us to determine how impactful our investments will be, and reserve only the most impactful for our fund.  

The Rockies Impact Fund measures three criteria to determine impact before investment.  1) Depth of impact – how much of an innovation is this company producing? Is it a 10% improvement, or is it game-changing?  2) Breadth of impact – how many people will be affected by this impact? Is it thousands, millions, or potentially a billion people?  3) Financial impact – will this company return 10X the investment or more on strictly financial terms?   

The Rockies Impact Fund requires a score of at least 19 out of 30 in order to meet all three of these criteria for impact before it makes an investment.  This scoring system helps us to calibrate impact compared to all of the investment opportunities available to us.

By going through this exercise we can create an “impact proforma” for each company we are considering adding to our portfolio.  Just like all venture capital funds need to analyze the company’s proforma to determine its investability, we can model the impact as well as the financial returns.  Using a Triple Bottom Line (Social, Environmental and Financial) analysis is a well understood concept, and by translating the triple bottom line principles into an impact proforma is not a common practice among impact investors.  The Rockies Impact Fund has studied the Impact Proforma concept in order to ensure alignment among investors and founders as well as to help it to prioritize the companies for its portfolio that provide both high Return on Impact as well as Return on Investment.

5. “In social and environmental sectors such as healthcare and life sciences, education, food and employment security, and cleantech.” 

The United Nations Sustainable Development Goals have become the lingua franca of the impact investing world.  We are in support of all seventeen of the goals and the Rockies Impact Fund can effectively address any of the goals via a direct or indirect investment thesis. 

While we believe that a holistic approach to impact is important, we also believe that nobody can be an expert in all things.  

The Rockies Impact Fund has a deal flow funnel larger than most Impact Funds.  We see about 1,500 deals per year and dig deep into about 250 of those in order to make about ten or twelve investments a year.  Having a large deal flow funnel allows us to be picky and to invest in the companies that we know the most about and that match our thesis.

The Rockies Impact Fund has a large set of hundreds of resources who help to source, diligence and manage our investments, yet like any organization, we have more strength in some areas over others.  Looking at our historical investment behavior, we have invested heavily in the life sciences and healthcare, education, agriculture and food tech, companies that provide access to capital, decentralized employment and employment security, cleantech, energy and water.  

The Rockies Impact Fund is perhaps one of the most exciting impact investment vehicles available for individual and institutional investors today. It is addressing an important gap that traditional public market focused ESG funds have missed – early stage innovation investments.  If most of our investments continue to go to these large ESG focused funds and ETFs, then true innovation in social and environmental issues will suffer.  

Capital in the impact world has become “gentrified” by moving upstream to bigger vehicles and publicly traded funds.  This “gentrification of capital” has left a significant gap in the most important sectors of impact – the early stage innovators who can take the risks to make a big impact in ways that the large public incumbents can’t.

If you would like to consider joining the Rockies Impact Fund as a Limited Partner in our mission to create True Impact, please contact us at:

info@rockiesimpactfund.com

Or

Peter Adams, Managing Partner, at (720)353-9350  peter@rockiesimpactfund.com

Or

Visit http://www.rockiesimpactfund.com

All impact investing can be divided into primary or secondary impact and impact investors should understand the difference.  We define “primary impact” as impact that is caused by the company carrying out its mission.  Whenever a primary impact company sells its goods or services, there is social and/or environmental good that comes from it. Secondary impact companies, on the other hand, are measured by their practices rather than their business product.

We make the distinction between primary and secondary impact by noting that primary impact is created by “what” the does as opposed to “how” they do it. For-profit companies that have positive environmental impact by creating carbon-free energy, for example, create impact by the very act of carrying out their business and reducing carbon emissions. The more that the company grows and carries out its mission, the more positive impact there is in the world. 

Many impact investors focus on secondary impact, or “how” the company carries out its mission, than the mission itself. Certified B Corporations (B Corps) are a good example of this.  The qualifications to be a B Corp focus primarily on metrics surrounding business operations such as diversity, pay disparity, green business practices, etc.  These are laudable goals and are accompanied by rigid sets of metrics to assure compliance. 

Socially Responsible Investing (SRI) became popular in the 1970s and was known more for what investors did NOT want to invest in. An example of this is the elimination of investment dollars by SRI funds into the tobacco, alcohol and other industries perceived as negative by SRI practitioners.  ESG, or Environmental and Social Governance strategies, are more sophisticated and believe that companies that intentionally measure and act with environmental and social outcomes will do well in the long run.  Many practitioners however have found ways to meet the standardized ESG metrics while not passing the “sniff test” of more discerning impact investors.  Examples include British Petroleum, Slumberger, Clorox, Coca Cola, Conoco Phillips, Nestle and XCEL Energy. Clearly, there’s something that could be improved with ESG metrics and the companies that can manipulate the data to fit them while potentially harming society and the environment.  This practice of using metrics and certifications to make carbon generating companies like British Petroleum and Conoco Phillips is called “greenwashing” and impact investors should keep their eyes out for true impact vs. greenwashed impact.  By distinguishing between primary and secondary impact, we eliminate much of the opportunity for greenwashing.

Measurement of primary impact,  tells us what the company does and how it impacts communities, economies and the environment.  Take, for example, PharmaJet.  This is a company that makes a needle free injection system for vaccines.  The PharmaJet injector is small, requires no batteries or electricity to run, can be operated with minimal training and can be used thousands of times before replacement is needed.  The PharmaJet capsules that hold the vaccine have no needles, so every time one is used, there is a diminished likelihood of needle pricks suffered by health care practitioners.  They also cannot be reused by drug abusers or reused by healthcare practitioners in undeveloped countries.  Other benefits include PharmaJet’s more efficient delivery which cuts the amount of Polio vaccine needed by up to 30% for each injection.  Given the world-wide shortage of Polio vaccine, the impact of being able to inoculate 30% more people with a given amount of vaccine is significant.  The time to administer a shot with PharmaJet’s system is almost half of that of using needles, so healthcare workers can provide twice as many vaccinations in a community in a given period of time.  Additionally, many people are needle-phobic and they fail to get regular vaccinations for influenza and other diseases, leading to global health vulnerabilities when significant populations are unvaccinated.  The pain free, needle free PharmaJet system eliminates the excuses for these people to avoid vaccinations and can have massive impacts in global health outcomes. 

These are all Primary impacts that come from using PharmaJet’s system.  The company is not B Corporation, SRI or ESG certified, but it does more good with each unit sold than BP does in a year.  If we are going to understand what we mean by impact, we will need to distinguish between Primary and Secondary Impact, because they are clearly very different metrics and will have very different impact outcomes.

To be clear, ESG, SRI and B Corporations have done good things to raise the bar for business practices in many companies but impact investors should understand the risks or relying too heavily on these metrics.  But a company can do both primary and secondary impact – Just because a company creates primary impact through carrying out its mission does not mean that it cannot also carry out secondary impact by following best practices for sustainable practices within its organization.

 By focusing on primary impact, impact investors could avoid the challenges of ESG metrics systems and the potential for greenwashing that they enable.  Investing in companies whose primary mission entails doing social and environmental good avoids the greenwashing and self-justification that dated metrics systems could allow. 

Rockies Impact Fund - Venture Capital Fund focusing on full market-rate returns on early stage Primary impact companies.

If you’re interested in learning more about impact investing in your portfolio, are an accredited investor, fund, foundation, family office or CSR investor, please contact us about becoming a Limited Partner in the Rockies Impact Fund.  The Rockies Impact Fund is a full market-rate return targeted Primary Impact Venture Capital fund that targets early stage private impact companies in the UN SDGs focusing on healthcare, education, agtech, economic development and sustainable cities.

Peter Adams is co-author of Venture Capital for Dummies and serves as the Executive Director of the Rockies Venture Club, the longest running angel investing group in the U.S. 

Peter serves as an Officer on the Board of the Angel Capital Association, the North American association of professional angel investing groups.

He also runs the Rockies Venture Fund, an early stage venture capital fund and Rockies Impact Fund, investing in social and environmentally oriented companies. 

Peter is also the founder of The Rockies Venture Institute, the Women’s Investor Network, and BizGirls.org, a non-profit CEO Development Program for young women.

In a panel on angel return data at the Angel Capital Association Summit recently the speaker went back and forth between data using ROI (multiples of the original investment) and IRR (internal rate of return).  These metrics are very different and it is important for angels to have a good understanding of how using each of these will impact their investment strategy – in many cases for the worse!

Why Hunting for Unicorns May not be a Good Strategy for Angel Investors

Angel Investing Unicorn

 

There is a mythology among angel investors about going for “unicorns” (private companies with a valuation of $1 billion or more) in their portfolios.  In many cases, real returns from unicorns may be less than hitting solid singles and doubles that exit at under $100 million. Here’s why:

 

While unicorns may appear to give great returns, our speaker gave an example.  He had invested in DocuSign which is now readying itself for an IPO.  (Initial Public Offering)  After multiple follow-on rounds after his angel investment, his percentage ownership had been significantly diluted, but even worse – it took twelve years for DocuSign to get to exit from the time of his investment.  While he expects to receive an investment ROI multiple of 4.8 times his original investment, that comes out to only a 15.3% IRR. Getting $480,000 back on a $100,000 investment sounds good initially. When the amount of time that the investment takes comes into the calculation, the unicorn doesn’t look as good as some of the same investor’s exits that came along in five or fewer years and yielded $100 million or less.  In fact, his average IRR over his portfolio was 27%, so this unicorn was bringing his average down!

 

Angel Investors should think about their investments from a portfolio strategy viewpoint.  

Smart angels will target 10X their investment back within five years or less – that’s a 58.5% IRR.  After calculating winners and losers over time, angels who invest through angel groups will typically see a portfolio return in the 23-37% range, or about 2.5X.  Getting 4.8X your money back sounds good, until you think about what you could have done with that money if you could have reinvested it after five years.  

 

What if the investor had taken his $100,000 and NOT invested in DocuSign, but rather invested in ten deals at $10,000 each with half of them returning nothing and the returns from the others averaging 2.5X return over five years?  And what if he had reinvested the returns from those investments? At that rate, including winners and losers, he would have received $850,000 at the end of twelve years for an 8.5X return or 27% IRR. Clearly, taking time into account, but also taking the opportunity to recycle exits into the next deal increases profits.  

 

The likelihood of any one investment being a unicorn is something like 1,800 to 1, but the most prolific angel investors I know have portfolios of maybe 100-150 deals.  On the other hand, getting a 2.5X in five years on a ten company portfolio is fairly common among angels. Unicorn hunting, even when successful returned almost half the cash that the diversified angel did.  Using IRR instead of ROI helps angels to understand the best way to think of their strategy.

How do Venture Capitalists Differ from Angels?

Venture Capital funds often talk about how they need to go for the big multiples “because they need to return large amounts to their Limited Partners.”  This is partly true, but not for the reasons they would have you think. Angels have the same return targets as VCs, and, when they invest in groups, they tend to outperform Venture Capital funds by a good margin.  Over the past fifteen years VCs have been hunting for unicorns and missing out on the singles,doubles and triples that angels enjoy, but their returns averaged 9.98% – less than half of what angels have earned during the same period.

 

VCs are limited by time in their investments.  The average VC fund lasts for ten years, and many funds have a policy of not “recycling” their returns into new investments, so they are motivated to get large multiples of ROI rather than focusing on quick returns with high IRR.  It’s better if a fund can recycle its returns into new investments, with the caveat that they must return all capital to Limited Partners within ten years.

 

VCs also shy from using IRR to measure their fund’s performance because of the “J Curve” which refers to the shorter period between investment and failure compared to the longer period between investment and large-multiple success.  Using IRR can make the fund’s performance look sub-par early in the fund’s lifecycle.

 

Finally, the institutional investors that are the VC’s Limited Partners often earmark their funds for long investment periods and the last thing they want is to get a 30% IRR on an investment that comes back in the first year.  They would rather deploy the capital for longer periods for larger returns. Because institutional investors have a high cost of analyzing investment opportunities, it’s not as easy for them to re-deploy as it might be for angels.

 

So, angel investors differ from VCs in investment strategy, and if they invest in groups and pay attention to using IRR as their performance metric, they can outperform VCs and create significant returns for their own portfolios.

Rockies Venture ClubAs the cost of starting a tech company has gone down, VCs have moved upstream, funding bigger and bigger deals while angels and angel groups have taken up the sub-five million funding space. Meanwhile, accelerators and platforms have also taken a place with funds to jump start companies going through their programs.  MicroVCs are venture capital firms with assets under management of less than $100,000,000.  That sounds like a pretty big fund to angel investors, but in the big picture venture capital world, these truly are micro venture capital funds.

MicroVCs have taken on a huge role in filling the gap between seed and angel funding and big scale unicorn-track venture funding.  If you think about basic fund structure, a $100 million fund will invest about half of committed capital, or $50 million into its first round investments.  The fund will want to diversify to twenty or more investments, so you might see an average of $2 million for a first round.  Then they’ll have the remaining $50 million to continue investing in the top winners from the portfolio.  $2 million is a great amount for a post-angel round, but is far less than the $10 million that an average VC deal is doing today.

The MicroVC area is more understandable if we look at what kind of entities fill this space. There are sub $25 million funds, also known as NanoVC Funds which operate very differently than $100 million funds.  Then there are the accelerators which are actually MicroVCs.  Also, more and more angel groups are creating funds (Like the Rockies Venture Fund) and are moving upstream a bit to do larger deals.  Finally, angel groups are syndicating actively, so they can move into larger and larger deals.  Some examples of the power of angel groups leveraging their investments by working in syndicates include Richard Sudek’s work at Tech Coast Angels who syndicated a $10 million raise via syndication and similarly Rockies Venture Club Participated in a Series F syndicate for PharmaJet locally.  These are not deals that we would typically expect to see angels playing in.  This means that angels, when working together can start filling the space occupied by the MicroVCs.  Rather than competing, we’re seeing angels investing alongside MicroVCs at an increasing pace.

There are other considerations, however.  MicroVCs will typically hold back half of their fund for follow-ons, while angels are less predictable and many still use a “one and done” approach to their investments.  Even with MicroVC follow-on investment of up to $10 million, this is still not enough to propel some companies to the scale they’re shooting for, so they’ll still need to engage with traditional VC once they get big enough.

Angel investors should help startups to figure out their financial strategies so that they can work on building relationships with the right kinds of investors from the beginning so that they don’t paint themselves into a financial corner by working with the wrong investors.  Similarly, startups need to understand the goals of any type of VC so that they don’t waste their time barking up the wrong tree.

 

To learn more about the evolving role of MicroVCs, consider attending the RVC Colorado Capital Conference.  It’s coming up November 6-7th in Denver, CO.  Visit www.coloradocapitalconference.org for more information on speakers and presenters.  This event is on of Colorado’s largest angel and vc investment conferences of the year and there are great networking opportunities.   We hope that  the audience will come away with an idea about how all these types of capital are evolving and the different strategies that companies can take in choosing who they want to pursue for their capital needs.

Peter Adams

Managing Director, Rockies Venture Fund I, LP
Executive Director, Rockies Venture Club, Inc.
 Buy Venture Capital For Dummies on Amazon

 

Many professional organizations have a certification test of competency that members must pass to demonstrate their knowledge and ability to perform at a high level.  Doctors, Lawyers, CPA’s and other professions must also take continuing education credits as well.

The criterion for being an angel investor, however, has nothing to do with knowledge and does nothing to provide the knowledge that an accredited investor needs to know to both make good investments and to exercise prudence with regard to their portfolio strategy.  Accredited investors qualify to be angels simply by wealth (having assets in excess of $1 million) or income, (having annual income of $200K per year or more, or $300K for married couples)

The SEC has proposed recently that a knowledge based criterion for accredited investors be added.  This would allow people with expertise to participate in angel investments.  The proposal, however, suggested that existing certifications such as a FINRA Series 7 might be a good benchmark.  Having passed the Series 7 test myself, I can assure anyone that the knowledge one acquires to pass that test, though it is significant, has nothing to do with what someone needs to know to be an angel investor.   Angel and venture capital investing has its own set of language and guidelines that have very little overlap with what a Series 7 certificate holder would have.  If the goal of accreditation is to protect the investors from themselves, then providing a certification that tested knowledge that was relevant to the asset class would be most useful.

A good certification test for angel investors would include several parts.  Here’s an overview of what it might look like.

  • Portfolio strategy. The presumed reason for the accredited investor guidelines is that people of high wealth have excess money to lose and can withstand a complete loss.  Just having money to lose isn’t really a great way to build a portfolio strategy.  Smart investors will allocate approximately ten percent or less of their investable portfolio into the angel investing asset class.  Within that ten percent, they will be invested in a minimum of ten deals and preferably twenty or more.  That means that a marginally accredited investor with a $1 million in investable assets will create an angel investing portfolio of about $100,000 which will be in at least ten $10,000 deals or even twenty $5,000 deals.  Someone with a $5 million investable portfolio will put $500,000 to work in angel deals, perhaps with twenty deals at $25,000 each.  Some angels really spread out their risk with fifty or more deals and it’s generally agreed that the more deals you can get into the better.  Finally, angels should understand the difference between making a “one and done” investment in a company vs. follow-on investments and how they can benefit a portfolio.
  • Exit strategies. Angel investors have only one way to get their money back and that’s through an exit. Anyone investing in this asset class should have a sophisticated knowledge of how exits work, how to analyze the market for exit potential, what typical exit multiples are and what the typical exit amounts are for startups in any particular industry.  An angel who doesn’t understand exits will not likely do well as an investor and may end up investing in a lot of great ideas that never see a liquidity event.
  • There are some who say that “valuation doesn’t matter”.  These are the VC hacks who think they can make up for any valuation by investing only in “unicorns” ( private companies that reach a valuation of $1 billion or more).  That’s a great theory until you realize that only one in several thousand deals results in a unicorn deal and most that exit at all will exit for under $50 million.  For these, understanding valuation and putting together a fair deal is critical.  A smart angel should have a valuation toolbox under their belt with several different valuation methods available to them.
  • Due Diligence. Smart angels know that the more diligence you do, the better your chances for investment success.  Just having lunch with a startup CEO and getting excited about their passion and commitment is not a good way to do diligence.  Investors should thoroughly investigate the market, the team, the product, IP and legal landscape, valuation, comparable transactions, financial projections, competition, exit potential, key documents and agreements and much more.
  • Term Sheets. Investing requires good knowledge of the terms used in negotiating the deal.  These terms are far from obvious and many that sound similar can result in a difference of millions of dollars when the company exits.  g. “preferred liquidation preference” or “participating preferred”.   I’ve seen angels who have caused serious problems for themselves and the companies they invest in by creating situations that make follow-on investment by VCs all but impossible.
  • Securities and Tax Law: Angels should be familiar with the various points of securities law to understand the registration exemptions that offerings are using, and to know the boundaries of proper securities offering processes. They should understand the difference between Regulation D 506B and 506C registrations, the proper filing of Form D, numbers of investors allowed, and verification of accredited investor status.  They should also understand tax law as it applies to angel investment including Section 1202, 1244, and 1045 as well as state breaks for economic development and federal breaks for research and development.
  • Proformas and financial analysis. Like it or not, there’s a lot of finance knowledge required to be a good angel investor.  Being able to look at a proforma and understand if it’s believable, or just a “hockey stick” graph someone put together to make it look good.  A proforma is a treasure trove of information about the company, its strategy and how it expects to operate.  Even though it’s never going to be right, the way that the information is presented gives the investor a window into how the CEO and team thinks.  Finance risk is significant for most companies and understanding how many future raises will be required, how big they will be and what the cumulative dilution to both founders and investors will look like is critical to assessing the potential for the deal.
  • Market Analysis. Understanding the trends in a market, competition, actual pain points and return on investment for customers is one of the most important parts of understanding the viability of a deal.  These require sensitivity to the particulars of specific industries and are not easy.  Many startup founders are technical wizards and they may have some insight into the needs of their markets, but many have no idea about how to create a go-to-market strategy, assess which channels are appropriate for their market, or how to allocate scarce resources to create the lowest Cost of Acquiring a Customer relative to the highest Lifetime Customer Value.  Many startups are blind to their competition and claim that they “have no competition.”  This should cause any investor to run from a deal.  Creating “virality” is an art that is lost on many tech or healthcare founders and angels should be able to assess the viability of the market strategy.
  • Post Investment Management and Serving on Boards. The work of the angel investor is just beginning after the check clears.  Managing the investment after the check requires expertise to help ensure alignment and to guide the CEO towards the best exit opportunities.  Serving on boards carries fiduciary responsibilities.

Unlike the questions for the FINRA Series 7 exam, most of the knowledge required for angel investing certification centers more around principles, definitions and best practices rather than distinct points of law.  Only about 10% of the angel certification test is about specific regulations and point of law, yet the knowledge the test represents is what angel investors should know.  This ratio represents the ratio of technical to legal know-how in other professional exams and would represent a step-up in the professionalism of angel investing.

The SEC has set income and asset limits to the definition of accredited investors with good intention.  Unfortunately, simply having wealth does not make one qualified to make good investments and there are plenty of stories of wealthy people making imprudent investments that resulted in disaster.  Better to allow a criterion based on knowledge, so that investors understand how to balance risk and opportunities through diversified investments and well accepted principles of successful angel investing.  We hope the SEC will consider this certification as a means to becoming accredited, and open up angel investing to a broader audience while accelerating American economic development through greater investment in our job creating startups.

 

Peter Adams

Managing Director, Rockies Venture Fund I, LP
Executive Director, Rockies Venture Club, Inc.
 Buy Venture Capital For Dummies on Amazon

It seems like a majority of pre-Series A deals are done with convertible debt these days and I’d like to point out a few reasons why this is a bad thing for entrepreneurs and investors alike.

Just to get definitions out of the way, we’re talking about the decision to raise funding for startups by either equity investment in stock of a company, or in a convertible debt instrument.  Equity is pretty straightforward – invest money, get stock.  Convertible notes, on the other hand are not widely known to those outside of startup investing.  Convertible debt works like regular debt in that there’s a promissory note and an interest rate.  The interest is rarely paid in cash for convertible notes though, and it’s usually rolled into equity when the note converts into equity.  There are usually a few “triggers” for h

RVC Convertible debt vs. equity

aving the note convert to equity, but the most prominent one is that there is a “qualified financing round” which is usually around $1 million.  The idea is that the professional investors at that stage know how to value the business and set the terms. The first early investors who invest will convert at the terms set by the VCs, but usually with a 20% discount in price to compensate for investing earlier.  Convertible notes today also have a “valuation cap” which is equal to what the equity valuation would have been if the deal had been a stock transaction in the first place.  So, when the qualified round causes the note to convert, it converts at the lower of the 20% discount or the valuation cap.

Ten Reasons to Avoid Convertible Debt

Reason 1:  Convertible Notes do not qualify for Section 1202 QSBS Tax Breaks<a href="http://www.freepik.com/free-photos-vectors/business">Business vector created by Dooder - Freepik.com</a>

Angel investors get a 100% capital gains tax break if they invest in equity in early stage companies that meet certain criteria such as being a C Corp., being under five years old, under five million in revenue and they hold the 

 

 

 

investment for five years.  Convertible notes don’t qualify for this tax break, so if all things were equal, the investor makes 20% LESS on convertible note deals since they have to pay capital gains tax on the investment, whereas investors who invest in equity do not have to pay any tax at all.

Reason 2: Equity is cheaper than convertible debt

You may have heard that it’s cheaper, faster and easier to do a convertible note, but the fact is that convertible notes are going to end up costing the company approximately 25% MORE than an equity deal.  The reason for this is that when the note converts, then it converts into EQUITY.  That means that the company pays twice for the legal: once to do the note and another time to do the equity.  So if a convertible note cost $2500 in legal fees and the equity deal cost $10,000, then the convertible note all-in is going to cost the company $12,500.  Why not just do it right in the first place and put all that money to work for the company?

Reason 3) 80% of Angel Investors Prefer Equity

If you’re selling something to a customer, wouldn’t you want to sell them what they want and not some more expensive and inferior product?  The American Angel Survey shows that investors prefer equity and I suspect that if the remaining 20% of angels read this blog, they’d prefer equity too.

Reason 4) You can lose your company if you default on a convertible note

When you take out the note you’re confident that you’ll have a qualifying follow-on round within 18 months, but many times it takes longer and the note comes due and payable and you’ve already spent the money and can’t raise any more.  You’re in default and investors can take your company from you.  Most investors don’t want to do that, but why go through the heartburn and stress of facing the potential loss?

Reason 5) Investors have to pay tax on interest they earned but never got

As interest accrues on convertible notes, interest is due.  Investors need to pay tax on those notes, even though they didn’t actually get the interest in cash.  So, if someone invests $100,000 in an 8% convertible note, they have to pay $2640 in cash to the IRS on that income.  Nobody likes paying taxes on money they never got and also, BTW, there is no tax due for equity investments.

Reason 6)  You have to come up with a valuation for convertible notes just like equity.

Many people think that using convertible notes lets them “kick the valuation can down the road.”  Nothing could be farther from the truth.  Every convertible note has a provision called the “valuation cap.”    The formula for calculating the valuation cap is as follows:

Valuation Cap = Equity Valuation

This means that when someone invests in a convertible note, they should never have to pay more than what the company is worth today.  If the valuation cap were higher than equity valuation, that would mean that note investors would have to pay more than the value of the company.  Just because it may convert at a higher valuation some time in the future does not mitigate the risks that the early stage investor has today.  In fact, the only way that the higher valuation comes about in the future is that the angel investor puts in the capital early, when risk is highest, so it doesn’t make sense that they should pay more than what the company is worth.

Many companies get confused about this.  One company told us that the valuation would be $5 million, but it would be $7 million valuation cap “because it’s going to convert at $12 million some day.”   It’s crazy to think that somehow using a convertible note makes a company worth $2 million more than one that uses equity. This kind of thinking makes no sense and hurts the startup community.

Putting valuations on early stage companies is something that is done every day and there’s no magic to it.  Seed Funds and Angel Groups have well established valuation methodologies that work well on pre-revenue companies.

Reason 8) Entrepreneurs get diluted with convertible notes

Entrepreneurs should be cautious about the cumulative dilution that paying interest which will be rolled into equity will create.  The longer the note goes on, the more startups will be diluted with the interest that they have to pay in the form of equity.  It would be better to preserve that equity for future growth.  Founders who chose equity over convertible debt don’t have to worry about interest accumulating and diluting their shares.

Reason 9) Equity creates better alignment between investors and founders

When convertible debt is used, there is a misalignment between investors and entrepreneurs.  Founders want to use high valuation caps or worse, no valuation caps, and prolong the amount of time before conversion, so that investors get the short end of the stick.  Some founders openly state that they want to use convertible debt to preserve their equity.  Those are founders that every investor should avoid – not because they want to build a strategy that preserves equity, but that they want to create unfair terms that preserve equity at the expense of investors.

Reason 10) Equity deals have all the terms defined

With a convertible debt deal, the conversion price is negotiated, but all the other terms which are extremely important to the relationship between the founders and investors are left open.  This represents a risk to investors and also leaves many matters unsettled.  One example is that there are usually terms about board representation which are not found in convertible notes.  Investors in early stage companies can offer much more to companies than just a check if they can serve on boards and help move the company along.  While there’s nothing to say that companies with convertible notes can’t have boards, in fact many don’t and that’s bad for both investors and entrepreneurs.

Last Words:

With all that being said against convertible notes, they can still be useful for the FFF rounds with friends and family who don’t know how to value a deal and who are investing primarily to support the entrepreneur.  Convertible notes can be better than some of the amateurish deals that get put together for early family investors who are often non-accredited that can make follow-on investments difficult or even impossible for the company, thus limiting its chances for success.

Visit www.rockiesventureclub.org to learn more.

 

Peter Adams

Managing Director, Rockies Venture Fund I, LP
Executive Director, Rockies Venture Club, Inc.
 Buy Venture Capital For Dummies on Amazon

 

Rockies Venture Club

Rockies Venture Club Post-Funding Strategies

After the first angel or VC funding round closes and the checks are cashed, most startups go through a transformation, like from a caterpillar to a butterfly, that makes them fundamentally different than a pre-funding company.  CEOs who fail to realize the changes that need to happen will end up facing challenges they did not expect.

Here are a few changes that need to take place after funding:

  1. Create a budget.

    No – not your proforma with all the optimistic sales projections – this should be a budget with numbers you can commit to.  Many companies feel like having a million dollars in the bank is an unlimited blank check to buy fancy new furniture or hire a dozen new employees. But all those things drain cash faster than you think and having a written plan for minimizing your burn rate and maximizing the runway to your next raise (or hitting break-even) is going to be an important part of your success.  Running out of cash before you hit the milestones needed for the next raise is a death sentence for your startup.

  2. Update the Professionals that Serve Your Business.

    If you’ve had your Aunt Bertha doing your books, it’s probably time to upgrade to a CPA who can provide you with the advice you need to keep from making mistakes.  A CPA is going to be important once you need audits as well.  Your legal team should now include several different legal specialties including securities, Patent and IP, and general business and contracts.  You probably got your legal house cleaned up in order to get funding and now is the time to get the right people on board to keep it that way.  Bankers, insurance, and other advisors are all going to be able to scale with you as you grow.

  3. Communicate with Investors.  

    Investors notice when you stop calling them after the check has cleared.  This is a bad thing for founders – especially those who are going to need to raise another round.  Future investors will contact first round investors during diligence and a good relationship is important – even more so if you hope to have follow-on rounds from your first funders.  Monthly reports including good and bad news, financials and metrics updates are a minimum.  It’s better to stay on top of the investor relationship and by communicating frequently, investors are more on-board with what’s happening.  Use a platform like Reportedly.co that allows you to see who has opened your messages and also allows investors to comment and offer help when needed.

  4. Balance Growth and Resources.

    You’ve been pitching your $100 million top line you expect in five years, but now it’s time to match your resources to your growth targets.  Grow too slowly and you’ll never raise another round (so you’d better hit break-even) and grow too fast and you’ll run out of cash before you hit the benchmarks for Series A and then game-over.  Perfect balance is what you need for venture success.

  5. Update your Exit Strategy (Goals and Contacts)  

    During your pitch everyone wanted to acquire you, but now it’s time to start executing on your Exit Strategy.  You should include the update in every board meeting and monthly update.  Start making contacts with those companies for whom you create value early on.  If they don’t know who you are, you’re not going to get the multiple offers you need for that 5X multiple you were lusting after.

  6. Metrics.

     Ok, you think you’re growing too fast to waste time on shit like metrics.  Fine – go ahead and be mediocre.  The best companies are crystal clear on what success looks like, how to measure it and what their goals are.  Without metrics, your team is mis-aligned, your investors are in the dark, and really – you haven’t got a clue about where you’re going.  You don’t have time not to do this.

  7. Strategic Plan

    It’s not set in stone, but without a roadmap you’re bound to get nowhere fast.  Companies without at least a lightweight two pager plan find themselves going through expensive pivots left and right to try to figure out what they could have done in the first place with a good planning process.  BTW, statistics say that after three pivots you’re out.

  8. Change from Tech Culture to Sales Culture.  

    So far, success has looked like getting your MVP launched.  You are three founders and a dog coding away in a basement somewhere, but now you need to change gears and become a sales and marketing company with a tech foundation.  Too many companies can’t get out of their tech roots and they keep on coding, but never figure out how to sell.  Break out of your comfort zone and start selling.

  9. Speed up.

     You’re on the clock now and capital is the most powerful accelerator out there.  You’ve got to code fast, sell fast, grow fast.  Companies that think they can continue on their old pace don’t get venture capital.  It’s a race against the clock with ROI multiples of 10X in five years, 25X in seven, there’s no time to waste and the slow starters won’t ever get to Series A.

  10. Investors are your partners.

     Now that the deal has closed, and all the negotiations are done, it’s time to tap into your investor base for help, connections and advice.  Keep them in the loop and engage them – they’re worth a lot more than just capital.

 

Good Luck

Post funding transformation is hard and unnatural for most founders.  Pay attention to your successful peers and remember that getting rounds of funding are not what this is all about – work towards creating a great, meaningful company with huge value for your exit partners!

 

 


Peter Adams is the Managing Director of the Rockies Venture Fund, Executive Director of Rockies Venture Club and Co-Author of Venture Capital for Dummies, John Wiley & Sons, August 2013.  Available at Amazon.com, Barnes and Noble and your local bookstore.