How Angel Investors Survive the COVID-19 Economic Crisis

Blakiston Owl: We need the wisdom of an owl in times like these. (c) Rosen Photo

Author: Dan Rosen

To: The Angel Community

After publishing my companion piece, “How Startups Survive the COVID-19 Economic Crisis,” I have received a number of comments about how this impacts angels and angel investing.  Here are my thoughts.

Unlike VCs, who have a fund to invest and collect a management fee for investing their fund, Angel Investors invest their own money and are under no pressure to invest in any company or at any time.  Our decisions to support a startup are totally our own.  As in previous market downturns, there will be some themes that help us through our investment decisions during the COVID-19 pandemic and the resulting economic crisis.

Angels have limited funds.  And many of us already have extensive portfolios.  We quickly will be (or already are) in the position of getting funding requests from many of our portfolio companies for new rounds of funding.  Some will make it, and some won’t – even great companies with fabulous ideas will fail when the cash dries up, and sometimes Angels alone can’t provide sufficient cash to carry them through.

For Angels, this is a good time for both investing and tough love.  Great companies are often started in market downturns.  I believe this is because only the most dedicated entrepreneurs (the ones that feel absolutely compelled to create their new company) will leave a stable, good-paying job in the middle of a downturn.

My friend and colleague, John Huston of Ohio TechAngels, commented on the last two recessions: “One strong recollection I have of those periods is that CEOs (with a strong BOD) who most effectively & frequently communicated their parsimonious plans to use the emergency funding were helped and survived.”  An inexperienced entrepreneur might neither have the experience nor the tools to manage their impending company crisis; we as knowledgeable Angels and mentors and board members can draw on the experiences we have faced as investors in those previous cycles.  It is our hour to shine and help our startups survive and thrive!

Here are my rules for Angels during this downturn:

  1. Stay in the Game.  I know that our public equity portfolio is way down, but, most likely, you aren’t bailing out while the stock market is down.  Same is true of Angel investing.  Stay in the game.  Keep reviewing companies, meeting with entrepreneurs, etc.  And be prepared to invest in both some of your existing companies and some new ones.
  2. Be highly selective.  Most Angel investors are always selective, but this is the time to turn your filter even higher.  Funding is even more limited than it was a few weeks ago.  There will be lots of great opportunities, both in your existing portfolio and new ones.  So, take your time and invest with care.  The funding requests will vastly exceed your ability to invest!
  3. Work in a group or a team.  Angel groups (or groups of Angels) can help a lot, both in terms of assessing deals and in making sure that there is a sufficient pool of capital and expertise to help companies succeed and thrive.  In stressful times like these, this is even more important.  The Alliance of Angels has survived the 2000 (dot com crash) and 2008 (mortgage crisis) downturns, with a group IRR of over 20%.  Angels and the startups they support can really benefit from that institutional wisdom.
  4. Be ruthless.  All Angels investors have their favorite companies.  We want them to succeed.  This is the time to step back and realistically consider the probability of success with limited financing.  Advise your existing companies to conserve cash and focus on how to help their customers.  (See my companion piece.)  You may think you are helping by keeping a portfolio company alive, but make sure that their plan is reasonable to actually survive – tough love.  Some of your portfolio companies will not survive – even great companies will die from running out of cash and runway.  But it is likely that some good ones will come through this crisis even stronger and give a better return than you expected.
  5. Multiple financing rounds.  This is a time to avoid companies whose plans require multiple rounds of financing with large cash needs before they can turn cash-flow positive.  I’m not saying to sub-optimize the outcome of great companies.  But for at least quite a while, it is likely that cash will be tight, and it will be difficult to raise money.  Companies that are frugal and can make the most out of the Angel cash have a much higher probability of giving you a return.
  6. Deal terms matter.  This is a time for resets.  Both Angels and entrepreneurs need to reset expectations.  The world will recover, but it is likely to take a while, so make sure that the terms on which you invest are in synch with the market and the projected future.  Resetting valuations to match today’s reality is a must.  If you agree to too high a valuation, the company will have trouble both attracting enough investment now and, particularly, more investment at the high post-money valuation later.  Watch for other terms, like liquidation preferences, that can lower your return.  And, for a less experienced CEO, do not be afraid to have some protective provisions, e.g., the company can’t exceed its budget without the approval of the investors or investors’ rep.
  7. Be careful, but not greedy.  As Angel investors, we invest for the future and to give back.  It is OK to be careful, ensuring that the return you get is commensurate with the now higher risk you are taking.  But don’t be greedy and ask for large multiple liquidation preferences, too much of the company, or asking the entrepreneur to throw all their energy into the company without retaining a big enough stake.  This is a time when we want a “rising tide to raise all ships.”  We are in this together.
  8. Exits.  In the short term, not many exits are likely to occur.  Unlike VCs, Angels can do well with modest exit valuations (provided that the initial valuation was in line with reality).  Entrepreneurs can also do well with a modest exit.  Make sure the entrepreneurs in which you invest are on the same page – look for early exits, even if they are more modest.  You want entrepreneurs who want to be rich, rather than becoming a king!

We are in a challenging period.  It is natural to want to pull back.  As an Angel investor, this can be a good time to both maximize your current portfolio and find some new fantastic deals with fantastic teams at reasonable terms.

How Startups Survive the COVID-19 Economic Crisis

Iceland Sunrise and Sunset

Author: Dan Rosen

To: All angel investors and their portfolio CEOs

Being trained as a scientist, and having lived through several investment cycles, I’ve been asked to share my perspective on the financial impact of the COVID-19 pandemic on startups.

I firmly believe that the human and societal impact of COVID-19 will be extreme, even though we are at the early stage of this pandemic.  If we, as a society can pull together, enact social distancing and other means of delaying the spread of this virus, we can come out of the other end of the tunnel.  Most people really don’t understand the concept of exponentials – it is not in human nature to grasp what this means. 

As a scientist (a biophysicist at that), this kind of modeling is something I was trained on early in my career.  At this point, suffice to say, that we cannot prevent COVID-19 from spreading and our best hope to minimize the impact is to (a) lengthen the time it takes to effect a substantial portion of the population; and (b) prepare for the impact that will have.  The key right now is to ensure that our medical system is not overwhelmed by this impact.

In 12-18 months, I expect that we will have a viable treatment for those with the disease, a working vaccine and that a large enough percentage of the population will have developed immunity through recovering from being exposed to the virus.  The combination of the herd immunity and a vaccine for the most vulnerable will potentiate the impact, provided that we can wait it out through mitigation measures in the meantime.

I went through this detail because the depth and timing of the disruption will have major impact on the startups we support and fund.  A deep and shorter disruption might actually be more severe for both our society and our companies, so let’s pray that our remediation response works.

For startups, this will be a particularly difficult time.  In the recessions of 1982, 2000, and 2008, funding for startups dried up. While many have heard me say that great startups are often created during market downturns – sometimes, easier said than done.  So here are my suggestions:

  1. Survive.  This is pretty obvious.  If you don’t survive, there is no upside.  So all of the strategies below are about survival.  It is time to put aside the wonderful plans to become a huge company with world-beating products.  None of this matters if you don’t survive.
  2. Cash is king.  Startups don’t generally die for a lack of ideas.  They die because they run out of cash.  Put in place a plan to conserve cash.  Be aggressive in this plan; early action will be much more impactful than later action.  Have at least 12 months of cash on hand, because it is likely that is what you will need.  Even if the COVID-19 crisis resolves itself much sooner than that, the turmoil left in its wake will persist, particularly for startup.
  3. Forget about raising money.  Angels will continue to invest, but expect smaller rounds, at lower valuation, in companies that don’t require large amounts of cash.  For existing portfolio companies, the sudden downturn in the market, coupled with the disruption of almost all business as usual will cause fundings to stall.  While VCs and angel investors might have cash to invest, the pullback will trigger a triage mode (as it did in previous downturns), where investments will be in select companies.  Even some good companies won’t get financed.  Assume that this pullback will last till after the COVID-19 crisis is over and add a few months to that for them to get back on their feet.   M&A will dry up; if you were in discussions last month, expect that nothing will happen until this crisis ends.  If you are lucky, you might get your existing angel investors to help carry you a bit, but expect it to be really costly and only if you have a plan to make the money last a long time.  And, as I believe is always prudent, communicate well with your shareholders, giving them the bad news and the good.
  4. Revenue is likely to be curtailed.  If you are counting on contracts in the pipeline to close, you shouldn’t.  Most big companies, government clients, and especially small and medium businesses will also go into survival mode.  Unless you are supplying a product or service that they consider absolutely mission-critical, you should expect that revenue will be deferred for at least 6 months and probably longer.  If you existing contracts have cancellation clauses, expect that some will be exercised. 
  5. Opportunities.  If you have a way to shift some or all of your business to be part of a solution to the COVID-19 problem, stay alert to do so.  For example, even as GM is closing plants, they are looking at how to make ventilators and respirators.  While there will be great economic dislocation that effects small and large businesses, there are still some opportunities, especially for direct to consumer businesses.  People are sheltering at home and online a lot.  If you are selling something that will make their lives better during this difficult period, there are opportunities.  Examples might be things like online learning or classes, online consulting, or even things that bring a smile in these difficult times.  Similarly, any product or service that makes working from home easier will have a ready market (if your customers can find you online).
  6. Downsize.  While this is a really difficult decision, survival is the single most important thing.  Many companies will have to pare back to the essential.  Salaries will need to be slashed (as they were in 2000 and 2008), if companies will survive.  I’ve already heard from several of my portfolio companies that they had company-wide meetings and agreed to 50% salary cuts, and cut non-essential staff.  While the pandemic will certainly curtail travel, make that a policy.  Cut all contract help that can be cut.  Cut marketing and sales spend until the your customers are back to work and buying once more.  Again, any step that cuts your burn early on, will have a lasting impact on the later cash balance and your cash horizon.
  7. Non-equity cash raise.  Look for sources of cash that are non-equity.  Think of ways to get government grants.   Explore the SBA programs that have been put in place to help small businesses.  Be creative about finding sources of cash to stay alive, including potentially doing some short-term deals that help the immediate crunch.  These are things that you would never have considered doing three months ago.
  8. Stay alert for the inflection point.  As with almost all things in life, this too will pass.  It is hard to tell what the country and market will look like when this is past, but if your company is alive and flexible, there will be great opportunities.  Watch for it, since none of us can predict when it will happen.

Hope this is helpful.  Comments appreciated.

Carve Outs for Management in an Acquisition

Carve outs for management is a tool that is often overlooked by boards in angel-backed companies. It is a tool that can be a critical in making an acquisition occur, but is difficult to get right. First of all, both management and the board are often too close and emotionally involved to make a clear decision.

For those that aren’t familiar with the concept of a carve out, it is a payment to management, from the proceeds of a transaction, that is paid out before investors are paid the amount they would otherwise be due from the sale of the company.

Having served on more than my share of boards, and often on the comp committee, I am often asked about the following situation, which is typical of one where a carve out occurs:

  • A company has taken quite a bit of investment, usually from institutions and angels.
  • The deal that was struck has a liquidation preference (if you don’t know what this means, you should educate yourself). Good terms for companies meeting their goals are 1x participating preferred (sometimes capped); bad terms are 2x to 3x and usually granted when a company is in trouble and needs to raise money.
  • Acquisition seems like the best alternative, but the offers are for less than the liquidation preference (or not much more than the preference).

In this case, the common stock and options are essentially worthless. The founders, employees, and others who bet on the upside find themselves in the position of having worked for little-to-no upside (or in the case of board members or consultants who took options – nothing!).

What is the board to do?

Here is my perspective from serving on dozens of boards and many comp committees:

  • It was management’s sweat that got the company to exit. This needs to be rewarded.
  • On the other hand, the board needs to recognize that management did not deliver the value that was promised when the money was taken. (Nor did the board.) It is not fair to give management a great return, while investors lose money.
  • The board should try, as a first priority, to ensure that management gets a good deal from the acquiring company. This is good for the acquirer and allows more of the proceeds to go to investors.
  • One often hears that management is unwilling to allow a deal to proceed if they don’t make enough money. And therefore they would rather the company stay in operation, even if it means a greatly reduced valuation. If the original deal terms don’t either carry enough voting shares, or the rights to force the sale, then the investors might be screwed. This is why alignment with the entrepreneur and deal terms can matter.
  • Finding a fair solution is often difficult. Hiring an experienced person/consultant might be a good idea, if the board and management are willing to follow their dispassionate advice.
  • If a carve out is necessary, I believe that it should be graduated (like a graduated income tax). In that way, as the investors do better, management increasingly does better. This aligns incentives. For example, if the liquidation preference is $10M and the acquisition will be in the range of $5-15M, the carve out might look like this:
    • 5% of proceeds for the first $5M (which is $250k at $5M)
    • Between 5-10M, $250k plus 7.5% of the amount over $5M, which is $375k at 10M
    • $875k plus 10% (plus the value of their stock, which is now in the money) for any amount over $10M
  • This seems to give both aligned incentives and balance the reward for management with the need to get investors their money back.

Of course, all of this looks much better when the company sells for a lot more than was invested!

Success! What happens now?

I am often asked: “my company has achieved its initial goal of getting to $1M in revenue and being cash flow positive. What now?”

In order to grow to be a $10M revenue company, we need to scale up sales and marketing, add new product lines, etc. We therefore need to raise $5M in the business and will need to raise if from institutional investors. When I project forward my cap table, I realize that I would be much better selling on the promise of where we are, if we can sell for a reasonable amount. The alternative: spending the next six months talking to investors instead of growing my business.

So what is a “reasonable amount?” Most businesses in this state (if they have been reasonably capital efficient) will have raised about $1M or so and have a post-money valuation of less than $5M. Therefore, even at a sale price of $5M, the investors could make 2x, if there is a 1x liquidation preference, and the entrepreneur will make $3M. The investors would get a 3x return if the company sold for $10M (if there is a 1x liquidation preference). At a sale of $20M, the return is spectacular.

But how does this happen?

One major problem is that is it exceedingly difficult to sell small companies to large acquirers. When I was at Microsoft and Bill still approved all acquisitions, regardless of size, he once chastised me for doing a $3M acquisition of a UW spinout tech company. “It’s just as much work as a larger one and your time is too valuable. Do bigger deals.” That was true then and even more true now with increased government regulations and widespread use of open-source software in the products that small companies sell (which causes enhanced scrutiny of the code base for any infractions).

But even more importantly, small companies that are angel-backed and therefore “capital efficient” (meaning run very cheaply!), don’t tend to build the same infrastructure that a company with more capital would build. This is what makes them such attractive angel deals. But it is also one of the root causes of what makes them difficult to acquire.

The typical first-time successful startup CEO will build a great product, get their initial customers on board, and build marketing and sales to sell that product. This is very different than marketing and selling a company.

Selling a company to a large acquirer necessitates several other factors:

  • A vision about the company’s importance to the acquirer that clearly shows where the initial product leads;
  • A coherent and believable business plan that clearly shows the impact of the acquisition on the acquirer, as well as the costs;
  • Clean legal and financial docs, prepared by experienced and believable people, so that the acquirer won’t have to spend six months in due diligence;
  • Well-documented IP and code, that allows for rapid due diligence;
  • A well-honed understanding for the acquisition process, its key touch points, timing, and sensitivities.

Generally, these things can be provided by the company management team, board, or paid advisors. But in small, thinly capitalized companies, they are missing more often than they are present.

Therefore, selling a small, but valuable, angel-backed company seems akin to selling a beautiful home by placing a “for sale by owner” sign in the yard and hoping people will decided to call and make an attractive offer.

Investor Relations for Private Companies

One of the questions I am asked by first-time startup CEOs: what is an appropriate level of communication with my investors?

This is both a difficult and profound question. It is simple to say that more is better than less. It is also simple to say that any good investor would rather have you spend your time executing your plan than spend your time chatting with investors.

So.. my simple rule of thumb is that you should treat your investors (and the money that they have invested in your company) with respect. And you should recognize that their support, encouragement, and trust that came with that money are incredibly valuable commodities that will continue to pay dividends over time. Let me give rules of thumb for great investor relations by private companies and some issues that need to be considered.

Ten Simple rules for great IR for private companies:

  1. Get the bad news out fast and first. Even if the news in embarrassing (like we are running out of cash sooner than we anticipated, or our customers found a flaw in our product), share it first and fast. Be very candid about the failings as well as the successes.
  2. Don’t bury bad news at the end of a report.
  3. Don’t wait to issue the report until you have good news to share.
  4. Don’t forget to share your passion for your business – that’s generally what made your investors invest!
  5. But don’t allow your passion to obscure the operational facts, like the numbers are not what we anticipated.
  6. Communicate frequently, but not too frequently. These communications should never be less than once a quarter. But remember that your investors are not your employees, so you don’t need to send daily/weekly updates with operational trivia. This just defeats the purpose of making sure that your investors know the state of the business by burying them in the minutia.
  7. Communications can written or in person or a combination. Face-to-face quarterly meetings are a great idea for a company that is growing and needs support and help from its investors. They are especially good for a company that needs to show its product. But they take some time to prepare.
  8. Communications can be short, but never skipped. For example, a simple note to all of your investors that “we have had to revamp our product plans and details will follow within 30 days” is an OK message. As is, “we have received an acquisition offer, but the terms require us to keep the details confidential, so we will let you know as soon as the deal is consummated.” Don’t surprise them!
  9. Your investors are smart, so treat them accordingly. Be very realistic and forthright about the impact of any misses/changes. Early stage investors know the risks. Tell them if the board insisted you take a salary cut or that you have had to lay off key people. These things happen. Sometimes the impact will be that their investment will never realize the potential you had hoped for, but that you will work for the best possible outcome.
  10. And, lastly, NEVER have the communication of the change of your company status come via a package of documents from your lawyers! Even in the case of good news (which is rare), you owe it to your investors to be the one who communicates FIRST. Even if it’s an email (or cover letter in the legal package) that says, “we have had to do X, because of Y, and the result is that your shares have to be changed in the following way. You will be receiving a package by FedEx to implement that change. I will be holding an emergency investor meeting tomorrow at 9am to explain these changes. Those who can’t be there can phone in.”

Even with these simple rules in hand, there are a number of issues that you need to consider.

  • Can I share proprietary information with my investors? This is a tough question. Seek counsel from your lawyer. In general, most startups do share proprietary information, but make sure your investors know it is proprietary. Make sure that they know they can’t redistribute or share it further. Only give info in writing that is less sensitive.
  • Know your investors. Ask them if they have investments in competitive companies. If they do, it doesn’t disqualify them from investing in your company, but make sure that they know they can’t share the info you give them.

Simply put.. if you treat your investors well, they will be there to support you when you need them. Not just in this company but in future ones.

Setting Goals – metrics can drive behavior

A number of years, I joined the board of the Humane Society for Seattle and King County (www.seattlehumane.org), a local non-profit that runs an animal shelter, adoption facility, and does veterinary services for the animals in our care. For those that believe in animal welfare as I do, you will easily understand how an organization of this type can attract experience and well meaning board members.

Shortly after joining the board, I began to try to study and make sense of our metrics – especially euthanasia numbers. I well understood that not every animal was “adoptable,” some were too sick to be saved or had behavioral problems that made them unsafe to be in a house with either other pets or small children. But the numbers just didn’t make sense to me. So, along with the support of other board members, I began to ask for more details on the metrics, drilling to the next level of numbers. What emerged was a picture of management controls and lack of consistent strategy that meshed with the desires of the board. As a result, the board changed management first on an interim and then permanent basis. And, we established a goal that “no adoptable animal in our care would ever run out of time or space.”

Over the course of a few months, we focused on a metric that matched that goal (it’s called the Asilomar Live Save Rate) and have been successful in maintaining that metric at a level that qualifies us as a so-called “no kill” shelter for several years since. And then we were able to go to important, but secondary, metrics (e.g length of stay until adoption) that improved our operations and the care we gave our animal guests. I am proud of these accomplishments, but it has caused me to reflect on the importance of goals, strategy, and leadership in a more general sense.

In both the non-profit and start-up worlds (some claim many of my startups are non-profits! J), understanding your goals is a critical element in success. Goals must be meaningful to the organization and actionable. And have corresponding metrics that match those goals.

This seems simple, but in several of my companies, this has proved exceeding difficult. Many metrics follow results by too wide a gap to be actionable. In many cases, revenue is such a metric. But in almost every case, there are a handful of “value drivers,” those metrics that truly derive the value and health of the business. For example, in a telecoms consumer services business (like one a ran earlier in my career), the key value drivers were, (1) cost of customer acquisition; (2) average revenue per customer; and (3) churn. For each business type, these will be different.

The power of setting a good goal, understanding your value drivers/metrics, and having a strategy to maximize those value drivers and fulfill the goal is the path to success.

Startup Company Boards

Startup companies need good boards. But they often don’t have them.

There are many reasons. First, there really aren’t that many experienced people willing to serve on a startup company boards. And those that are experienced, skilled, and bring a lot of value, generally want to be compensated, which startups can’t really afford.

VCs will serve on boards, but generally when their fund owns 15% or more of the company, so their compensation comes from the fund and the upside from a huge amount of stock.

In contrast, individual angel investors usually only own a very small (<2%) of a company and there is no ready mechanism for their co-investors to compensation.

So.. what makes a good board member? Many startup CEOs believe that the most important factor in choosing a board member is industry experience. I disagree. Industry experience is valuable on an advisory board, but needs to be resident in the company. Some degree of industry experience is, of course, beneficial. But, the following experience is more important on a board:

  • Experience on other boards for high-growth companies;
  • Having been through financings of various sorts;
  • Experience in acquisitions and IPOs to understand the inflection points and needed metrics;
  • A good rolodex relevant to the company;
  • Good chemistry with the CEO and other board members; and
  • A willingness to be direct and outspoken about the company, even if that position is unpopular with management and the board.

To get good board members, a startup company must be willing to compensate board members (as they do management). I’ve spoken with a number of angels and angel groups around the US and found that board stock compensation seems to vary widely. On the West Coast (primarily the Bay Area) and Boston, compensation seems to follow the VC model – no additional compensation is required. However, in much of the rest of the country, options are generally routinely given.

I’d recommend the following package for a pre-A round company: 1% of fully diluted stock, vesting over no more than 2 years. Shorter vesting is generally a very good idea for board members in order to make sure that board members don’t try to act to save their board position rather than do what is right for the company. Of course, if the company is already financed and has suffered the dilution to do so, then the percentage would be less.

I believe that the Angel Capital Association, the Kauffman Foundation, and/or a university business school should conduct a survey on this.

Recent Posts

Tags

#startups AngelInvesting Angels Boards Covid-19 Funding Leadership New Normal Startup Heros Strategy