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Changing Relationship Between Venture Capital And Angels Impact On Funding Of Startups Prepared by Charles V. Fishel Hoffman Row Group for IP Society February 4, 2004

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Page 1: Chuck Fishel

Changing Relationship Between Venture Capital And Angels

Impact On Funding Of Startups

Prepared byCharles V. Fishel

Hoffman Row Groupfor

IP SocietyFebruary 4, 2004

Page 2: Chuck Fishel

Venture Capital Trends

Page 3: Chuck Fishel

Price Waterhouse Money Tree at http://www.pwcmoneytree.com/moneytree/nav.jsp?page=historical on 040202

Venture Capital Historical Trend Data

$0 $5,000,000,000

$10,000,000,000

$15,000,000,000

$20,000,000,000

$25,000,000,000

$30,000,000,000

$35,000,000,000

1995-1

1996-2

1997-3

1998-4

2000-1

2001-2

2002-3

Investment Amount # of Deals

(National)

Page 4: Chuck Fishel

Venture Capital Trend Data Silicon Valley

$0

$2,000,000,000

$4,000,000,000

$6,000,000,000

$8,000,000,000

$10,000,000,000

$12,000,000,000

1995

-1

1995

-2

1995-

3

1995

-4

1996

-1

1996-

2

1996

-3

1996

-4

1997-

1

1997

-2

1997-

3

1997

-4

1998

-1

1998-

2

1998

-3

1998

-4

1999-

1

1999

-2

1999

-3

1999-

4

2000

-1

2000

-2

2000-

3

2000

-4

2001

-1

2001-

2

2001

-3

2001-

4

2002

-1

2002

-2

2002-

3

2002

-4

2003

-1

2003-

2

2003

-3

Investment Amount # of Deals

Price Waterhouse Money Tree at http://www.pwcmoneytree.com/moneytree/nav.jsp?page=historical on 040202

Page 5: Chuck Fishel

Bygrave, Portable MBA in Entrepreneurship (Wiley, 2d) p. 1

Levels of Funding - Firm Maturity

Self-fu

nding

Credit C

ards

Family

Friend

s

Supplie

rs

Commerc

ial Ban

ks

Asset-b

ased

Lenders

Instituti

ons

Insuran

ce Com

panies

Ventur

e Capit

alists

Private

Equity

Public

Equity

Public

Debt

Commerc

ial Pap

er

Page 6: Chuck Fishel

Levels of Funding - Firm Maturity

Self-fu

nding

Credit C

ards

Family

Friend

s

Supplie

rs

Commerc

ial Ban

ks

Asset-b

ased

Lenders

Instituti

ons

Insuran

ce Com

panies

Ventur

e Capit

alists

Private

Equity

Public

Equity

Public

Debt

Commerc

ial Pap

er

IPO

ANGELS

FFF VENTURE CAPITAL

Pre-Bust

Page 7: Chuck Fishel

Levels of Funding - Firm Maturity

Self-fu

nding

Credit C

ards

Family

Friend

s

Supplie

rs

Commerc

ial Ban

ks

Asset-b

ased

Lenders

Instituti

ons

Insuran

ce Com

panies

Ventur

e Capit

alists

Private

Equity

Public

Equity

Public

Debt

Commerc

ial Pap

er

IPO

ANGELS

FFF VENTURE

CAPITAL

Now

Page 8: Chuck Fishel

VC Investments by Stage (2003Q3)

0

10

20

30

40

50

60

Startup/Seed Early Stage Later Stage Expansion

Price Waterhouse Money Tree at http://www.pwcmoneytree.com/moneytree/nav.jsp?page=historical on 040202

Page 9: Chuck Fishel

“Pre-Bust”(1998)

lEntrepreneur self-funds through concept/patent application

lVCs step in to fund to IPO/acquisitionlAverage Deal Size: $4 – 6 Million

Page 10: Chuck Fishel

“Internet Boom”(1999-2000)

lEntrepreneur gets an idea!

lVCs step in to fund to IPO/acquisitionlAverage Deal Size: $10 Million

(+++)

Page 11: Chuck Fishel

“Post Bust”(2003)

lEntrepreneur gets an idealSelf-funds through revenue

generation

lVCs step in to fund to IPO/acquisitionlAverage Deal Size: $2 – 4 million lFewer deals done.

Page 12: Chuck Fishel

Valuation Changes1999:lSequoia Capital paid $5 million for

8% of eToys.

2003:lVCs agree to valuation of $4 million

and invest $4 millionl50%

SJ Mercury News, 5/18/2003, p.F1

Page 13: Chuck Fishel

l Venture market may be close to end of "post bubble" adjustment:

lhealthier technology stock market,

lhigher percentage of "new" Series A deals, and

l lower number of restructuring transactions.

The Buzz of the Week, PE and VC Issues and Commentary, December 16th, 2003

Page 14: Chuck Fishel

lNationwide, venture capital investments rose 6 percent to $4.49 billion from $4.24 billion in the third quarter, the highest level in a year

lSilicon Valley now provides more than 37 percent share of the nation's total venture capital -- up from the 34 percent average seen over the past six years.

Posted on Mon, Jan. 26, 2004 , Venture funding soars by 22% By Matt Marshall, Mercury News

Page 15: Chuck Fishel

lNationally, only 19% all the venture capital handed out in 2003 went to first-time fundings .

A Tough Chase for Venture Capital By Ellen McCarthy, Washington Post Staff Writer, Monday, February 2, 2004; Page E01

Page 16: Chuck Fishel

lUS venture capital investments jumped 15 percent in late 2003

lRisk-averse investors mostly shunned young startup companies, pushing late stage financing to a 20-year high.

http://www.msnbc.msn.com/id/4077505/ as of 040202

Page 17: Chuck Fishel

Changing Relationship Between Venture Capital And Angels

Page 18: Chuck Fishel

Shift Away from VC Funding

0%

20%

40%

60%

80%

100%

1998 1999 2000 2001 2002 2003 ytd

Non VC-backed IPOVC-Backed IPO

S.J. Mercury News, 5/18/2003, p. 1F

Page 19: Chuck Fishel

Shift Away from VC Funding

512003 ytd

81262002

86182001

1662182000

2782311999

305621998

Non-VC-backed IPO

VC-backed IPO

S.J. Mercury News, 5/18/2003, p. 1F

Page 20: Chuck Fishel

Angels vs. VCs

l Considerable overlap and interplay among langel investors, lprivate equity, and lventure capital.

The Private-Capital Survival Guide. From: Inc. Magazine, March 2003 | By: Harris Collingwood

Page 21: Chuck Fishel

Angels vs. VCs

l Boundaries between angel investors and venture-capital investors are particularly fluid, lhaving mainly to do with degree of

organization and size of their investments.

The Private-Capital Survival Guide. From: Inc. Magazine, March 2003 | By: Harris Collingwood

Page 22: Chuck Fishel

Funding “Sweet Spots”

Page 23: Chuck Fishel

12$15mFinancial Services16$22mRetailing/Distribution16$51mHealthcare Services12$99mElectronics/Instrumentation16$120mConsumer Products and Services32$146mIndustrial/Energy30$164mMedia and Entertainment31$167mComputers and Peripherals 24$168mSemiconductors37$173mIT Services28$209mBusiness Products and Services 48$324mNetworking and Equipment55$324mMedical Devices and Equipment73$492mTelecommunications

165$856mSoftware90$929mLife Sciences / Biotechnology

DealsAmountIndustry Sector

AMOUNTS RAISED BY SECTOR(National - 2003Q3)

Price Waterhouse Money Tree at http://www.pwcmoneytree.com/moneytree/nav.jsp?page=historical on 040202

Page 24: Chuck Fishel

Amounts Raised by Sector(National - 2003Q3)

$0 $100 $200 $300 $400 $500 $600 $700 $800 $900 $1,000

B io t echno lo g y

T eleco mmunicat io ns

N et wo rking and Eq uip ment

IT Services

C o mp ut ers and Peripherals

Ind ust rial / Energ y

Elect ro nics/ Inst rument at ion

R et ail ing/ D ist rib ut io n

Ot her

Price Waterhouse Money Tree at http://www.pwcmoneytree.com/moneytree/nav.jsp?page=historical on 040202

Software

Page 25: Chuck Fishel

Favored Sectors

l Life sciences dominated investments for second consecutive quarter, ldisplacing software as top sector

l Lagging far behind:ltelecommunications and lnetwork sectors.

http://www.msnbc.msn.com/id/4077505/ as of 040202

Page 26: Chuck Fishel

Less-Favored Sectors

lComputer and communications sectors continue to fight for funding following massive over-investments during dotcom boom yearsl Telecommunications, which suffers

from lingering overcapacity, had hardest time raising new money.

http://www.msnbc.msn.com/id/4077505/ as of 040202

Page 27: Chuck Fishel

Software

lMost viable new software companies will be those that sell software as a service.

“VCs make Silicon Valley predictions” Robert Mullins http://www.bizjournals.com/sanjose/stories/2004/01/12/daily50.html?f=et79Silicon Valley /San Jose Business Journal, January 16, 2004

Page 28: Chuck Fishel

Nanotechnology

lMay be “next wave”.

Page 29: Chuck Fishel

[Offshore] Outsourcing

l Venture capital firms are encouraging outsourcinglOne major American venture capital

firm, for example, is understood to insist, as a condition of investment, that “any company it invests in outsource its computer programming tasks to the greatest extent possible.”

VCs Turn Their Gaze Offshore, Gabor Garai is a partner in the Boston office Epstein Becker & Green, `http://www.businessweek.com/smallbiz/content/feb2004/sb2004022_8952_sb020.htm at 040202

Page 30: Chuck Fishel

Outsourcing

l Outsourcing will increasingly be viewed by venture capitalists l not just a way to save money, l but to make money

l Outsourcing is a way for small companies to speed development and focus on their core competencies by leveraging cash.

VCs Turn Their Gaze Offshore, Gabor Garai is a partner in the Boston office Epstein Becker & Green, `http://www.businessweek.com/smallbiz/content/feb2004/sb2004022_8952_sb020.htm at 040202

Page 31: Chuck Fishel

Outsourcing

l Company's ability to attract venture capital won't be limited to its location, but increasingly to its ability to make the best use of its assets –l both physical and intellectual

l Thus, outsourcing may help smaller companies attract venture capital.

VCs Turn Their Gaze Offshore, Gabor Garai is a partner in the Boston office Epstein Becker & Green, `http://www.businessweek.com/smallbiz/content/feb2004/sb2004022_8952_sb020.htm at 040202

Page 32: Chuck Fishel

Strategic Alliances

lEasier fundinglParticularly working with investment

bankers and consultants.

Page 33: Chuck Fishel

Desperation = Tough Terms

l The more urgent an entrepreneur's need for money, l the more onerous are the terms

l Desperate companies may sell equity to someone and promise that investor will never be diluted

l Severe terms can stop company's growth cold."

The Private-Capital Survival Guide. From: Inc. Magazine, March 2003 | By: Harris Collingwood

Page 34: Chuck Fishel

Restrictive Terms

l During downturn, many venture capitalists, secured their investments with so-called ``liquidation preferences''

l Clauses guaranteed that, if start-up was sold, lVCs would get their money first –lbefore other executives or

employees.

Posted on Thu, Nov. 06, 2003, VCs hope higher spending will boost start-up salesBy Matt Marshall, Mercury News

Page 35: Chuck Fishel

Restrictive Terms

l This sets management and employees at odds with their VCslMay be counter-productive

l Start-up's employees won't profit, and will resist merger / acquisition

l Many deals fall apart on their own complexity.

Posted on Thu, Nov. 06, 2003, VCs hope higher spending will boost start-up salesBy Matt Marshall, Mercury News

Page 36: Chuck Fishel

Tough Termsl Down rounds continue to dominate (79%)

l However, use of some tougher terms such as lmultiple liquidation preference, l ratchet anti-dilution and l pay-to-play are trending toward more

customary levels

l Suggesting increased VC optimism.

The Buzz of the Week, PE and VC Issues and Commentary, December 16th, 2003

Page 37: Chuck Fishel

Angels

Page 38: Chuck Fishel

Traditional Angels

l In the past, most angels flew solo,

lmeeting with prospective entrepreneurs individually,

ldoing their own due diligence, and

l investing at their own pace.

A Chorus of Angels. Inc. Magazine, January 2004 | Page 38 By: Suzanne McGee Illustrations by: Christopher Neal

Page 39: Chuck Fishel

Major Hassle for Entrepreneurs

lCash-strapped business owners were forced to haul dog-and-pony shows from one angel to next,

lmaking the same pitch over and over.

A Chorus of Angels. Inc. Magazine, January 2004 | Page 38 By: Suzanne McGee Illustrations by: Christopher Neal

Page 40: Chuck Fishel

Good News?

l New wave of angel groups is changing

l Angel groups, generally composed of 50 to 60 wealthy individuals focus on reducing risk and increasing odds of finding a top-quality deal

l They are far more likely to spot a flawed business plan.

A Chorus of Angels. Inc. Magazine, January 2004 | Page 38 By: Suzanne McGee Illustrations by: Christopher Neal

Page 41: Chuck Fishel

Good News?

lAngels and seed funds that once provided needed capital for first two years of growth have adopted same criteria as traditional venture funds, lleaving entrepreneurs to fend for

themselves until they can demonstrate traction.

Three Trends in Startup Financing 03.04.2003 - By Robert Dellenbach http://www.avce.com/main.php?load=displayMatch&newsid=128 on 040131

Page 42: Chuck Fishel

Active Investors

l 200,000 individuals

l Typical startupl5 – 6 angels.

Center for Venture Research at University of New Hampshire, Press Release 6/11/03

Page 43: Chuck Fishel

Sector Analysis

l 40% - Softwarel 14% - Life Sciences l(other than biotech)

l 5% each for other sectors.

Center for Venture Research at University of New Hampshire, Press Release 6/11/03

Page 44: Chuck Fishel

Stage

l 2002:lAngels typically fund seed/start-up

stagel47% of angel investments in seed/start-up ventures

l 33% of investments were early stage.

Center for Venture Research at University of New Hampshire, Press Release 6/11/03

Page 45: Chuck Fishel

“In the Zone”

l If you are raising an angel round from individual investors and you can get away with selling 10-15% of your company

l If you are raising a Series A round from professional institutional VC investors and you can get away with selling 20-40% of your company.

12 Secrets of Negotiating the Best Valuation for Your CompanyBy Jeff Parness

Page 46: Chuck Fishel

Regional Angel

Groups

Page 47: Chuck Fishel

Silicon Valley Band of Angels

l Founded in 1995. Invests across all high-technology categories. Majority of investments have been made in the seed or early round (Series A or B): $82.6 million into more than 132 startups

l Sweet Spot: Silicon Valley-based high-tech start-ups.l Average investment: $1 millionl Number of angels/investors in the network: 150

l Contact:Band of Angels 3130 Alpine Rd. Suite 200-7003 Portola Valley, CA 94028 415-441-2887 [email protected]

Page 48: Chuck Fishel

CVBI Angel Investor Network(Central Valley Business Incubator)

l Accepts applications only from businesses in California's Central Valley region.

l Average investment range:$10,000 to $500,000

l Contact:CVBI Angel Investor Network 2555 Clovis Ave. Clovis, CA 93612 559-292-9033 [email protected]

Page 49: Chuck Fishel

Sierra Angelsl Preference businesses located in Nevada, California, or

other nearby locations ---companies with unique products / proprietary technology.

l Sweet Spot: Northern Sierra-based companies.l Average investment range: $500,000 to $2,000,000l Contact:l Sierra Angels

PO Box 3215 Incline Village, NV 89450-3215 775-831-7804 Send E-mail to the most appropriate address: l [email protected]

[email protected]@[email protected]@sierraangels.com

Page 50: Chuck Fishel

The Angels' Foruml Invests in companies based in Silicon Valley / SF Bay Area. l Portfolio companies include consumer products, enterprise

software, industrial products, Internet and E-commerce, medical devices and services, networking technologies, pharmaceutical, semiconductors, telecommunications, and wireless. Most start-up companies come to group prescreened through professional contacts in the banking, investment, and legal fields.

l Sweet Spot: Companies specializing in disruptive technologies.

l Average investment range: $100,000 to $750,000l Number of angels/investors in the network: 25

l Contact: The Angels' Forum PO Box 1605 Los Altos, CA 94023-1605 650-857-0700 [email protected]

Page 51: Chuck Fishel

Fast Angels

l Invests primarily in companies in Silicon Valley. Seeks out technology entrepreneurs focused on helping business "act faster, act smarter."

l Sweet Spot: Seed-round financing in companies with less than a $2.5-million valuation. Average investment range:$50,000 to $1 million

l Number of angels/investors in the network: 12

l Contact: Web site onlyl Submit business ideas via the Web site.

Page 52: Chuck Fishel

Monterey Investor Roundtable

l affiliated with Gathering of Angelsl Monthly presentations have included

environmental, biotech, biomedical, eCommerce, nanotechnology, explosive detection, software, hardware, semiconductors

l Investments are made by individual members (Roundtable does not seek to invest as a group)

l Contact:l [email protected]

Page 53: Chuck Fishel

Golden Capital Network

lConferences where entrepreneurs can present to VCs and Angels.

Page 54: Chuck Fishel

International Angels Organization

l Led by Hal Nissley

Page 55: Chuck Fishel

Non-Disclosure Agreements

Page 56: Chuck Fishel

Use of NDAsl Most U.S. venture capital and investment

banking firms will not execute NDAs because they: l see many different projects and l do not wish to inadvertently be perceived to be

in violation of NDAl May want to steal your idea…

l Instead, entrepreneurs must rely upon firm’s integrity as a firm and its close working relationship with the client to achieve successful outcomes.

Page 57: Chuck Fishel

NDAs - an Investment Banker’s Perspective

l “Possibly we could get NDA's from people we talk to but then how could they help us without discussing what we have with others. Usually these types of agreements are not signed with investment banking firms because of the very nature of the work we are dealing with.

l We have already spent substantial time defining who would be the critical partner in this matter, but it would be hard to deal with anyone without telling them what we are doing.

l It undercuts everything we will be talking about when we meet.”

Robert Spira, Chapman Spira and Carson

Page 58: Chuck Fishel

Secrecy Backfiredl Entrepreneur

refused to provide investment banker with information for due diligence

l By default, another firm “won” funding of $5.5 million.

Page 59: Chuck Fishel

lOnly do business with someone you can trust

l It’s safer than an NDA

lNDAs are nearly worthless…

Page 60: Chuck Fishel

Hoffman Row Group, Inc.

98 Del Monte Ave., Suite 205Monterey, CA 93940

Tel: 831-224-8800 • Fax: [email protected]

www.hoffmanrowgroup.com