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From Invention to Start-Up:

Money - Angels and Strategic

Partners

November 28, 2006

Susan Preston

Entrepreneur-in-Residence

Ewing Marion Kauffman Foundation

AND

Director of Attorney Training and Professional Development

Davis Wright Tremaine

Financing Life Cycle

Financing Product Dev









Proof-of Product Product Manufacturing/

Discovery Concept Design Development Delivery



Idea Pre-seed Seed Start-up Expansion/Mezzanine

Funding Funding Funding

Operating Cap.

Founder

Venture Funds

Friends and Family



Angels Institutional Equity



Angel Groups Loans / Bonds



Government Grants/Loans Seed Funds

Venture Capital Statistics:

Investments in US

 2005 – invested $21.7 billion (2,939 deals)

 2004 – invested $20.9 billion (2,876 deals)

 2003 – invested $18.9 billion

 Increase due largely to late stage investments:

 $9.7 billion in 2005

 $7.2 billion in 2004

 $4.9 billion in 2003

 Less than 2% in early/seed stage

Source: NVCA

Venture Capital Investments by Stage

of Development ($s in Millions)

25000



20000



15000



10000 2003

2004

5000

2005

0

E





La





G

S





E





xp

ta





ar









ra

te

rt





ly









nd

an





S

up





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si





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Source: MoneyTree

Venture Capital Investment:

Historical and 2006 Projected

$120.00 9,000

8,000

$100.00

7,000

$80.00 6,000

5,000

$60.00

4,000

$40.00 3,000

2,000

$20.00

1,000

$0.00 0

1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006*



Dollars (in $B) No. of Deals Source: MoneyTree

Average VC Deal Size

Per Financing Round ($ Million)

$8 $ 7.8 $ 7.6

$ 7.4 $ 7.2 $ 7.4

$ 7.3 $ 7.4 $ 7.4 $ 7.2 $ 7.2 $ 7.2

$ 7.1 $ 7.1

$ 6.8

$ 6.6

$ 6.3 $ 6.3

$6









$4









$2









$0

2 Q0 2 3 Q0 2 4 Q0 2 1Q0 3 2 Q0 3 3 Q0 3 4 Q0 3 1Q0 4 2 Q0 4 3 Q0 4 4 Q0 4 1Q0 5 2 Q0 5 3 Q0 5 4 Q0 5 1Q0 6 2 Q0 6







Source: NVCA

US Angel Investments

 2005 – invested $23.1 billion (49,500 deals)

 Increase of 2.7% in $’s over 2004

 Increase of 3.1% in deals over 2004



 2004 – invested $22.5 billion (48,000 deals)

 2003 – invested $18.1 billion

 227,000 active angels

 20% Healthcare/medical devices and equipment

 18% Software



 55% in seed/start-up

 43% in post-seed/start-up (10% increase over 2004)



Source: Center for Venture Research

Who Are Angels?

 Angels are accredited investors who:

 Expect a financial return

 Believe in giving back to their communities

 Invest locally and regionally

 Participate in the investment process

 Show interest in personal relationships with

companies and employees

 Offer wisdom and guidance to entrepreneurs

Financial Attributes of Angels

 Provide early-stage investment dollars

 Invest smaller dollar amounts per investment

 Partially fill funding gap left by venture

capitalists (VCs)

 Invest individual wealth

 Can tolerate loss of entire investment

 Have diversified portfolios

 Invest with “patient money”

Angels and VCs – Similarities

 Selective in investments

 Requirements for an investable company

 Expectation of return on investment -

scalable

 Similar investment terms (though angels can

and often are – or must be – simpler)

 Bring the attributes of a professional investor

Angels and VCs –Differences

 Venture capitalists:

 Invest on “home-run” theory

 ROI is ultimate goal

 Investing 3rd party money

 Often more demanding and actively involved than angels:

 Control often issue

 Can requirement board and advisor approval and corporate

actions

 Angels:

 Invest for returns – may be more modest expectations

 Social /community aspect to investments

 Individuals investing their own wealth

 Patient money

Investment Preference

Biotechnology



Business Products/ Services



Computers & Peripherals



Consumer Products/ Services



Electronics/ Instrumentation



Financial Services



Healthcare Services



Industrial/ Energy



IT Services



Media & Entertainment



Medical Devices & Equipment



Networking & Equipment



Other



Retail/ Distribution



Semiconductors



Software



Telecommunications



0 5 10 15 20 25 30 35

39 groups reporting

Valuations Of Venture Capital

Seed/Startup Rounds ($Millions)

$5.00





$4.50





$4.00





$3.50





$3.00





$2.50 Startup/Seed





$2.00





$1.50





$1.00





$0.50





$0.00



1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006*



*2006 Estimated Value

Valuation: Expected ROIs

ROI Five Year ROI



Seed 60%+/year 10X+

Start-up 50% 8X

Early stage 40% 5X

2nd stage 30% 4X

Near exit 25%/year 3X

Finding Angel Investors

 Angel Organizations:

 Several in Puget Sound area including: AoA, PSVC,

Seraph Capital Forum, Zino Society, Keiretsu Forum,

Tacoma Angel Network, Bellingham Angel Network

 Professional Service Providers

 Investment Forums

 Business Plan Competitions

 Professionally-funded Start-ups

 Venture Capitalists

 Corporate Boards

Forms of Investment

Debt (note) Equity (stock)









Options Warrants



Debt: collateralized, non-collateralized, interest in cash

or stock (deferred?), convertible (at election or

automatic?), length of time, etc.



Equity: common vs. preferred, dividends, many other

terms discussed below

Professional Investors

 Angels, venture capital, corporations typically receive:

 Preferred stock

 Convertible debt with warrants or additional stock

 Provide more than money: Can be proactive in

developing business through (“win together”):

 Company building experience

 Company functionality experience

 Industry experience

 Contacts for partners, customers and follow-on financing

What Professional Investors Are

Looking for: Investable Companies

 Clear path to profitability

 Solid management



 Realistic business concept and plan



 Scalable business



 Competitive edge/Technical superiority



 Market acceptance



 Realistic financial projections



 Realistic valuation



 Clear, well-articulated exit strategy



Bottom line: Opportunity for financial return

What Professional Investors Are

Looking for: Investable Companies

 How does an investor make this determination?

 Passion of entrepreneur (presentation)

 Team track record – individually and together

Entrepreneur’s ability to succinctly articulate vision

and mission

 Entrepreneur seeks advice of trusted, experienced,

honest advisors

 Coachable entrepreneur

What Professional Investors Are

Looking for: Investable Companies

 How does an investor make this determination?

 Competitors researched and understood

 Clear market differentiator

 Value proposition for customer clearly evident

 Market access strategy clear and realistic

 Comprehensive summary of risks (and plans to

cope/address)

 Profit potential – good margins

 Marketability of company – M&A exit

 Type, timing and realistic purchasers

Term Sheets: Debentures

 Convertible Debentures (Notes):

 Automatic upon event or investor controls

conversion

 Note term

 Interest: cash or stock; payment schedule;

part of conversion

 Security interest/collateralized?

Term Sheets: Preferred Stock

Rights, preferences and privileges of preferred stock





 Price  Information

 Use of Proceeds requirements

 Dividends  Registration rights

 Liquidation  Right of first refusal

preference  Co-sale rights

 Anti-dilution  Option pool

provisions  Founder vesting

 Redemption  Inventions agreements

 Protective provisions

Summation

 Angels invest primarily in seed/start-up rounds

 Angels represent patient money

 Angels are becoming sophisticated investors

 Angels make excellent advisors and mentors

 Many companies will need only angel investors

 Be open, coachable and realistic

 Show your commitment, passion and drive

 The essence of due diligence:

 So what?

 Who cares?

 Why you?


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