Category: Angel Investors

  • Angel Financing – Investor Management

    “Investor Management” is probably the area of most complaint that investor’s have about companies they are involved in. Basically the scenario typically goes something like this:

    The company is pitching for funding. Throughout the pitch & due diligence process it is the number one priority of management & management takes the time to work through the funding process with prospective investors.

    Upon closing, the company gets the funds & management goes about applying them to help grow the company by ramping up development, executing marketing campaigns, etc. As there are never enough hours in a day for people involved in a startup, this takes up management’s total focus in time. Investors do not hear anything.

    As with any startup, things do not go exactly according to plan. Development takes longer, sales cycles take longer, etc. The original financial plan goes out the window and more money is required. Management then goes back to its investors looking for more money. Investors are lukewarm given they have been in the dark and wonder it its worth investing more of their money.

    What separates the good companies from the rest are ones that appropriate manage investor relations. This boils down to 2 aspects. First, know your investors and second, establish a consistent communication channel & frequency.

    As I discussed in a previous article, angels have a variety of backgrounds and motivations for funding companies. Some want to play a hands-on role in helping to grow a company, others are more passive. For the investors who are not directly involved in the company (i.e. not on the board), get to know them. In your first round of funding, you will probably have a small number of investors. Get to know their backgrounds and discuss how closely they want to be involved in helping the company. For those that do want to be involved, tap into their expertise/network when you are looking to find a supplier, get an introduction to a client, etc. As most angels are well established in their professional careers they have an enormous wealth of knowledge and expertise that can be tapped to help. If they are actively looking to be involved, it’s in everybody’s best interest to take advantage of this.

    For the overall group of investor’s in the company, you should establish a regular communication mechanism and stick to it religiously. This could be something along the lines of a monthly or quarterly investor newsletter. In it, topics such as the following can be covered:

    • Sales successes
    • Sales pipeline
    • Product development updates
    • Issues & challenges
    • Up-coming events or conferences

    This would be in addition to financial statements or other required deliverables as specified in the term sheet. The main thing is to establish consistency so the investors know when they can expect to receive a communication. This will help align investors to the company as it grows. Their investment makes them important stakeholders in the company and offers a pool of expertise that can be leveraged to help the company grow.

    As always, if you have any questions, comments, or suggestions for future articles feel free to contact me: craig at mapleleafangels.com

  • Angel financing – Term sheets (part 3)

    In the final part of this article series on term sheets, I’ll cover some of the remaining terms typically found in a term sheet.

    Use of proceeds
    When investors put their money into a company, the general expectation is they are providing capital to take the company forward and help grow the business by funding hiring of more developers, purchasing advertising, attending trade shows, etc. To get the company to its current state, founders may have invested a lot of their time in sweat equity, not drawn a salary, etc. However, just because there is an infusion of capital, it does not necessarily mean it should be used to re-pay past efforts. Remember, investors are investing in your company at a certain valuation at the point of investment. Rolled into this valuation is all of the work to date to get the company to its current point. To cover this, the term sheet will usually give some broad points on use of proceeds and may specifically state proceeds are not to be used to re-pay any debt the company may have. So if this is an important consideration for your situation, you will need to work out something with the investors and in return most likely give a reduced valuation.

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  • b5media + Technorati merger talks over?

    This morning a slide from a PowerPoint deck outlining a potential merger between JLA-backed blog network b5media and blog search engine Technorati was leaked.

    Techcrunch says that the deal has been called off. Toronto based b5media has been looking to raise a significant series B and seems to been exploring doing the deal as part of a merger, hence the Technorati talks. We have an email out to Blog King Jeremy Wright, CEO of b5, to find out more.

    Till then feel free to play armchair quarterback in the comments.

  • Radiant Core acquired by Zerofootprint

    Radiant CoreRadiant Core has been acquired by Zerofootprint Software. Radiant Core was a Toronto-based web design and development shop led by Jay Goldman and Mike GlennZerofootprint is a Toronto-based company that “provides information, products and services for the global network of consumers and businesses who wish to reduce their environmental impact”. Radiant Core is best known for the visual design of Firefox 2, and has been recognized by Taschen as a leading web design agency. Jay and I have presented together at Web2Expo, FSOSS and Ignite. We’re also co-conspirators in this whole DemoCamp thing.

    zerofootprintsoftwareZerofootprint has been a client of Radiant Core. Radiant Core designed, built and launched the Zerofootprint Calculator Facebook application (add the application). Zerofootprint has a laudable goal to empower people and change their collective footprint.

    Our goal is to mobilize and empower large groups of individuals and organizations worldwide, to reduce their collective carbon and ecological footprint. We do this by harnessing the power of social networking, the Internet and software.

    Why acquire a consulting firm? It’s a great acquisition method, Ron and the Zerofootprint team really managed their risk by engaging Radiant Core to evaluate capabilities, working styles, and the quality of team deliverables. In Radiant Core they get a world-class design firm with strong experience designing and building accessible web and social media applications. Radiant Core also has deep roots in participating and building vibrant, open creative communities. Jay and Mike have been involved with TorCamp, DemoCamp, TransitCamp, FacebookCamp/Facebook Developer Garage and other activities here in Toronto. The Zerofootprint team had the opportunity to evaluate the Radiant Core team and their ability to deliver on the design and development of the Zerofootprint Calculator Facebook application.  Zerofootprint and Radiant Core have worked together and can begin to have informed conversations about cultural compatibility and employee integration based on real experiences.

    No financial details have been released.

    What does this mean for Toronto?

    • One less world-class web design shop.
    • One more awesome software startup, now with world-class web development team!

    It means that Zerofootprint just acquired one of the best web development shops in Canada to be their product team. Running a consulting business is a tough slog. It’s a linear growth business, i.e., you grow revenues by increasing the number of billable hours, increasing the billable rate, or increasing the number of people. It hopefully gives Jay and Mike an exit. It gives Zerofootprint a huge accelerator to continue to build products and services that will help to change the world.

    Interested in what it really means, try calculating your footprint at http://toronto.zerofootprint.net/ and see how Zerofootprint is working with the City of Toronto to create a greener city.

  • Angel financing – Term sheets (part 2)

    One of the first things a term sheet will outline is the investment mechanism for the deal. The two most common types are equity (via common or preferred shares) or convertible debt. Equity, as the name implies, is taking on investor’s money in exchange for shares. Say for example your company currently has 1,000,000 shares outstanding. You and the investors settle on a valuation of $1 per share for a pre-money valuation of $1,000,000. The investors put in $250,000 and in exchange they are issued 250,000 shares. The post money valuation of the company is $1,250,000 and investors own 20% of the company.

    Investors can either be issued common or preferred shares. Depending on how your current shareholder’s agreement is written & company capitalization structure is, you will probably have all shareholders (founders) holding common shares. If investors are issued common shares, they have the same class of shares as the founders and hold the same rights. Since the investors are often the ones putting the most hard cash (as opposed to sweat equity) into the venture they will often want to protect themselves with additional rights.
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  • Angel financing – Term sheets (part 1)

    A term sheet is used to outline the main terms under which investors make an investment in your company. It is usually introduced part way through the due diligence process. A typical sequence of events (assuming this is your company’s first outside financing round) would be:

    • You make your investment pitch to a group of angels
    • Interested angels form a due diligence team and start due diligence activities
    • At some point in the due diligence process, if angels reach a comfort level in the investment opportunity, they will introduce a term sheet to start the dialog on the conditions under which they will invest
    • Due diligence investigation into the company will continue in parallel with discussions on the term sheet
    • Once both activities reach a satisfactory conclusion, the legal paperwork will be drawn up for the investment, the papers will be signed, and the funds will be transfered
  • An important thing to understand about a term sheet is that it is not necessarily a binding document. Meaning just because the investors and the company have reached agreement on the term sheet (which outlines how much money will be invested and under what terms), investors are not bound to following through with the investment. The main point of a term sheet is to ensure both sides are comfortable with the terms under which the investment will occur. As discussed above, this is usually introduced part way through the due diligence process – when investors have a comfort level in the investment but before they have completed the full due diligence process. Investors will want to get a term sheet on the table so they can ensure both sides are comfortable with the terms of the investment. i.e. there is no point to spending the time to finish a full and detailed due diligence investigation, only to find out at the end that the investors/company cannot agree on the investment terms. So just because you have a term sheet from potential investors, don?t consider the investment a done deal.

    Although the term sheet is not necessarily binding, if the investment proceeds to closing it will be used by lawyers to incorporate the terms of the deal into the closing documents, shareholders agreement, etc. So it is important to ensure you understand and are comfortable with the contents of the term sheet before you indicate acceptance of it to the investors. You should get legal advice on the term sheet as it will most likely contain conditions on board makeup, management oversight, voting rights, etc. These conditions will be incorporated into your company’s shareholder agreement so will impact all current shareholders of the company. Depending on how your current shareholder’s agreement is written and how many shareholder’s you have, you may need a majority of your current shareholder’s to approve any new changes to the shareholder’s agreement to accommodate the new investors. Part of good investor relations is to ensure your current shareholder’s are aware of your financing activities and are on-side with the implications of new investors and how it will impact them.

    In my next article I will talk about some of the common terms usually found in a term sheet. To view an organized index of all angel financing articles as well as sees a roadmap of future articles, click here. If you have any comments or suggestions for future articles feel free to contact me: craig at mapleleafangels.com

  • Angel financing – Due diligence

    In this article I will talk about the due diligence process that angels go through in order to assess if they will invest in your company. At this point let’s assume you have made your investment pitch to a group of angels. Recall when I spoke about the overall investment lifecycle, when you make your pitch presentation your main goal is to get people interested enough in the investment opportunity of your company to want to spend the further time required to go through the due diligence process.

    After you have made your pitch, the angels that are interested in your company will form a due diligence team. The usual next step is to schedule a follow-on meeting between your management team and the interested angels. At this meeting you will have a longer period of time (a few hours vs. the 20 minutes you had for the investment pitch) to discuss your company, answer angel’s questions, etc. This will allow the angels to get a more in depth understanding of your company and determine the areas they want to focus on during the due diligence process.The process, depth, timeframe for a given due diligence investigation will vary with each specific circumstance and the angels involved. However, in general angels will want to assess the main areas of your company: management, product, market opportunity, competition, and go to market strategy.

    At a minimum you should have the following documents prepared to feed into the due diligence process:

    • Business plan
    • Past financial statements / future financial projections
    • CVs of management team
    • Shareholders agreement
    • Patents
    • License agreements / supplier contracts

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  • Angel financing – Valuation (part 2)

    In the first part of this article series, I discussed reasons why valuation is important. In this article I will talk about how to come up with a valuation. Unfortunately there is no clear cut formula you can use. As with trying to value anything that is unique, such as a work of art, valuation ultimately comes down to a meeting of the minds of what the holder agrees to sell at and what the purchaser agrees to buy at.

    Practices used to value mature companies generally do not work for start-up companies in their early stages. This is because there are too many unknowns if the company will be viable and how much revenue it will make. This makes using a discounted cash flow method of valuation very subjective as you can support a wide range in valuation by the assumption you make on the company’s terminal cash flow. Using a comparables method of valuation is also problematic as you will probably only have data on VC or IPO deals which deal with companies that are at a later stage of development. The value for these companies is going to be higher as they have proven they have a viable product/revenue stream.

    In terms of practical guidance based on experience, a rule of thumb is to expect that if your company is looking for its first round of angel financing, then it will have pre-money valuation in the $1m to $3m range. This is based on the assumption that your company is pre-revenue or in the early stages of revenue, has a product that is close to going to market, has a partial management team assembled, etc.

    The main advice I can give around valuation is to be reasonable and be flexible. As I discussed in the previous article, having a high valuation for the first round of financing makes it harder for investors to realize their ROI objectives. So unless there is something really special about your company, it is not a reasonable expectation to get an eight figure valuation. Since valuation is so subjective, your best strategy is to be flexible in the early stages of the pitch. You will not be able to convey the full value of your company during a 20 minute investment pitch. You should state your valuation expectations but say they are open to negotiation. During the more detailed due dilligence meetings, you will be able to spend more time with the interested investors and have the opportunity to have more serious discussions on valuation & the aspects of your company you feel support your valuation target (i.e. strengths in management, product, barriers to entry, IP, market potential). You will also get to know your potential investors better.

    Successful companies generally look for ‘smart money’, meaning investors that are willing to contribute money as well as their knowledge & expertise to help the business. You may find your investors can provide expertise to help fill out areas on the management team or can open doors for the company to potential clients. In this case, the value that the investors bring to the table is far more than just money so you may need to accommodate this via a lower valuation to entice them to get on board.

    A final point of advice is to separate the valuation discussion from control. A lot of founders approach valuation along the lines of: I need to raise $X, I want to maintain 51% control of my company, therefore I’ll set my valuation to ensure that after I get the money, I will still have over 51% of the shares in the company. This is flawed logic as its fairly easy to structure a financing deal where investors get control of a company without owning 51% of the shares outstanding. If control is an important consideration, then as a founder your best option is to get the company as far as possible before requiring outside financing. As soon as you take on other financial stake-holders you will have other people?s money involved in your company so you will need to ensure they viewpoints & opinions are managed.

    In my next article I will talk about the due dilligence process. To view an organized index of all angel financing articles as well as see a roadmap of future articles, click here. If you have any comments or suggestions for future articles feel free to contact me: craig at mapleleafangels.com

  • Angel financing – Valuation (part 1)

    In the next series of articles, I will talk about valuation. When you do a financing deal based on equity, you will need to come to a landing on a valuation for your company. This can be hard because there is no exact science to valuing early stage companies. In this article, I will illustrate how investors look at valuation and why it is important in realizing their investment objectives.

    First off, most angels aim for a 10x return on their investment. This means if they were to put $100,000 into a company, they would want to exit with $1,000,000. This target is based on a portfolio basis of investing. What this means is that investors aim to mitigate the high risk of early stage companies failing by investing in a portfolio of companies.

    If an angel had $1,000,000 to invest and they put it all in one company, they may loose it all or barely get their initial investment back if the company does not take off. Rather than put all eggs in one basket, the portfolio approach would split the $1,000,000 into 10 investments of $100,000 across 10 companies. There are different rules of thumb you can apply but basically the gist is that only a few companies in the portfolio will be very successful that generate multiples of return and these have to subsidize the other companies in the portfolio that provide no return or result in a loss. For example, in a hypothetical portfolio of 10 companies:

    3 fail and result in a loss of money
    3 break even that may give a small return on initial investment
    2 return a 2x return on investment
    1 returns a 5x return on investment
    1 returns a 10x return on investment

    The angel naturally aspires for all company investments to generate a 10x return. However, the reality is that only one will be a home run and it will subsidize investment losses on companies that fail.

    In order to see how an investor would realize a 10x return on an investment in a company, lets walk through a very simplified funding example.

    Lets say a company has developed a POC and is looking for their first angel around of financing to fund a market launch. The company has 1 million shares outstanding and is priced at $2 per share for a company valuation of $2 million. An angel puts in $200,000 so now the company has 1,100,000 shares outstanding with a post-investment valuation of $2.2 million. The angel owns 100,000 shares.

    The company uses this money to launch, gets good traction and now is looking for another round of financing to rapidly expand into new markets. For this round, the valuation is increased by 50% to $3 per share to account for the increase in value of the company given its early market traction. A VC puts in $1,500,000 so now the company has 1,600,000 shares outstanding with a post investment valuation of $4,800,000.

    The company makes good progress and gets sales to $10 million. At this point one of their competitors buys the company based on a 3x revenue multiple for a valuation of $32,000,000 or $20.00 per share.

    The angel’s exit is 100,000 shares * $20.00= $2,000,000. So the angel basically gets their home run investment or 10x return they are seeking.

    Now lets run the same scenario with a different valuation. For the first angel financing, the same company gets priced at $6 per share for a company valuation of $6 million. The angel’s $200,000 investment provides the angel with 33,333 shares. The second round of financing is priced at $9 per share for a valuation of $9,300,000. After the VCs $1,500,000 investment there are 1,200,000 shares outstanding. The company gets to the same revenue of $10 million and is purchased for the same 3x revenue multiple / $32,000,000 valuation. The price per share works out to $26.67 giving the angel an exit of 33,333 shares * $26.67= $888,991. In this example, nothing changed with the company except the initial valuation. However, the angel only realized a 4x return.

    This is an overly simplistic example so don’t read too much into the revenue or acquisition pricing numbers. The main point I’m trying to illustrate is that having a high valuation at the start of a company’s financing rounds can limit the investors upside potential. In the second scenario, the acquisition price would have to be more than double to keep the same 10x return as in the first example. So when an investor is confronted with an investment choice between 2 companies, one with a high valuation and one with a more reasonable valuation, the investor will be asking themselves if the more highly valued company is more likely to grow revenues/profits faster and/or be acquired for a larger amount to justify the high valuation. Also keep in mind that large acquisition deals are not as common as smaller acquisition deals. So if an investor is pegging their exit to an acquisition, they also need to factor in the lessened probability due the smaller universe of potential acquirers. These are reasons why investors may turn down investment in a company if the valuation is way off. Even though the company may be very promising and have a lot of strengths, the valuation may not align to the investor’s investment return expectations.

    In my next article, I will cover ways to calculate value of a company. To view an organized index of all angel financing articles as well as see a roadmap of future articles, click here. If you have any comments or suggestions for future articles feel free to contact me: craig at mapleleafangels.com

  • AideRSS announces funding

    aider.pngI just got word from the guys at AideRSS to let me know that they have closed their first round of funding. AideRSS has grown from 2 guys with an idea to 8 employees now, and the hiring is still going on. I first profiled the Waterloo, Ont. company in July of last year when things were just getting off the ground, so I am really excited to get word that they now have some money to really build on their momentum.

    When I spoke with them earlier in the week, Kevin and Ilya said that this will give them 1 year of operating time in order to experiment with some of the nuances of their business plan, and to focus on building the product. They also indicated that they are in the final stages of putting together some partnerships which are worth waiting to hear about.

    The round, the size of which is undisclosed as of now, was lead by Tech Capital Partners in Waterloo along with a group angel investors. AideRSS is also working with the University of Waterloo on a few research projects that will help enhance their filtering engine and will bring improvements to their end-user tools. Taking advantage of a local resource like the university a smart move, especially in a place with a great university like UOW.

    AideRSS is now a significant player in a healthy industry. Feedburner.com was acquired by Google for $100million last year and AideRSS continues to offer a completely unique and useful service. Another big difference since last July is that PostRank, the secret sauce that gives a score based on external links and social uses of the RSS content, is now Patent Pending.