Nell Watson

Buying a share of tomorrow - 'Seraph' deals

March 28, 2014 · 7 mins

REAL RETURNS ON SENSIBLE VENTURES

 

One of the biggest risks that young companies face is premature scaling. This seems to be the cause of death for most funded startups.

Angels see a good idea with a good team, and they are prepared to fund it with seed capital in exchange for equity (a share of the stock). The most likely way for these angels to get their money back is if the company can raise VC capital. Otherwise, their sunk capital may never be returned to them.

This means that angels will put intense pressure on the firm to scale quickly, to the point where a VC will step in. VCs in turn will, of course, put even greater pressure on growth. If Angels cannot envisage the company having a $20-50m valuation, then they cannot feel assured of getting their exit.

The problem is that as Geoffrey Moore would say, Early Adopters do not a Target Market make. The first customers may have completely different goals or requirements than those of the regular consumers. However, every founding team wants to believe (or is whipped by investors into believing) that they have found the true target market, and Product / Market fit.  This encourages scaling at the earliest possible stage, often a deadly error.

The truth is that far more in-depth customer discovery and market investigation may be necessary (in fact, it almost always is). This could take anything from 6 to 18 months to get done correctly.

Now, Angels are unlikely to permit such experimentation unless they are very experienced. They want results fast, and they want an exit. They would rather put in cash for 'faster movement', than have the patience whilst the startup sputters along safely bootstrapping, and learning. They will encourage the founders to raise big, and blow funds on a big team.

The big team is usually not necessary (only engineering and cust dev is required at this point), and if the team must expand quickly, the newcomers are usually 'B' players. 'A's are rare, and take time and persuasion to recruit (they know their value). 'B' players may look good on paper, but they often need to be managed, rather than take furious initiative (as Founders would). This need for management and defined 'rules' creates additional overhead that depletes efficiency and morale within the organisation.

So, here's a modest proposal. What if instead of equity, angels took a convertible revenue stake instead? 

It's a very different paradigm than the Silicon Valley Moonshot, but it may be far more appropriate for most startups. Everyone wants to be an overnight success, but the truth is that even outright successes like Facebook etc took years of carefully nurtured growth and iterating before they got into a position for scale.

Accelerators are often judged by the amount of capital that their companies raise, which creates additional pressure to pivot to something 'bigger', and a perverse trend towards chasing vanity metrics. Bigger ideas are also a poor fit for first-time founders, who would be much better off chasing a niche somewhere, where their true passion lies. This is particularly pertinent in emerging economies, where there is a lack of follow-on funding to support big, ambitious concepts.

Where are all the sustainable businesses? Why is a slow burn-in considered a bad thing?

Consider that most funds DONT MAKE MONEY. A few do, the Sequoia's and Index's of the world. Most just about break even. Something is very broken in startup capital.

How might we fix it? Could a non-equity deal really make money? I think so.

Consider the following:

A small company of 6 people makes a product in a very specific niche, say cushions for wheelchairs. They focus on making the best damned wheelchair cushions that money can buy, and their customers love them. Now, the total addressable market may be small, but the customers are very enthusiastic for the product. Let's say that the TAM in this case is $24m and they can reach 25% of it, through careful cultivation of the right channels. This means sales of $6m per annum, with a headcount of 6... $1m per capita.

That's a very profitable company. Bootstrapping can be a 'sure bet'.

Now, in an equity deal, the company would have to expand into other markets, "make bike saddles, make gym equipment seats", investors would cry. Such expansion into bigger markets is the only way to get bigger players interested, and secure an exit. Meanwhile, the company loses its focus, and stops addressing it's niche but profitable market. 

However, if the deal was structured in a way that didn't take an equity stake per se, but rather was 'a cash in exchange for convertible revenue deal', then the company could stay in it's niche. The angel would not need to exit, instead they could enjoy a revenue stream for the effective life of the company. If the company did later get acquired, the investor would have an option to convert the rev share into equity in the new company.

This change of paradigm is very different from traditional angel deals, being somewhat of a hybrid of a convertible loan, a bond, and a rev share. Because it's different, and has a different mindset behind it (for both investor and invested-in), I think that it needs a specifc name.

Angels of a sort, but those who choose to support targeted and highly effective ventures in a long-term time orientation: Seraphs then, who burn with raw passion.

One structural choice, two endings for the same company A forked chain diagram. A single root: a company of six people making wheelchair cushions in a niche whose total addressable market is 24 million dollars, of which they can reach 25 per cent, giving 6 million a year on a headcount of six, or 1 million per capita. An angel puts in seed capital, and the chain then forks on one choice: what the investor holds. The left branch, in orchid, is equity, where the angel's only exit is a VC round; it descends through intense pressure to scale, early adopters mistaken for the target market, premature scaling, a big team of B players, management overhead that depletes efficiency and morale, and the loss of the niche, ending in what the essay calls the cause of death for most funded startups. The right branch, in teal, is a convertible revenue stake that needs no exit, so the company stays in its niche, the angel takes a revenue stream for the effective life of the company, with an option to convert to equity if it is acquired. The fork is at the first link, not the last. 6 people, one niche the best wheelchair cushions money can buy $24m TAM, 25% reached = $6m a year on a headcount of 6: $1m per capita An angel puts in seed capital THE ONE CHOICE: WHAT THE INVESTOR HOLDS Equity: the only exit is a VC round Intense pressure to scale quickly Early adopters mistaken for the target market Premature scaling, often a deadly error Raise big; a big team of 'B' players Management overhead depletes efficiency and morale The company loses its focus and stops addressing its niche The cause of death for most funded startups Convertible revenue stake: no exit needed The company stays in its niche The angel enjoys a revenue stream for the effective life of the company If the company is acquired: an option to convert the rev share into equity The niche is kept $6m a year, $1m per capita chasing sales, not pitches equity: the Angel path convertible revenue stake: the Seraph path
One structural choice at the start decides the ending. The angel's cash is the same on both paths; what differs is what the investor holds. Equity means the only exit is a VC round, and that one requirement is what drives the scaling the essay calls the cause of death for most funded startups. A convertible revenue stake needs no exit, so the company can stay in its $24m niche, reach 25% of it, and keep $6m a year on a headcount of six. The fork sits at the very first link.

Coming from the entrepreneurial side more than the investment side, I'm very interested in feedback on the Seraph concept from current angel investors. I'm also searching for the best legal and financial structures for such deals. The devil is in the details, of course - conversion terms need to relate to business models, and royalties should be postponed until the company is stable.

Folks, let's get companies chasing sales, not pitches. Let's get bootstrapped companies the support in accelerators that they need, and deserve, and will never receive. Let's find ways to merge crowdfunding and capital, without the problems of having a yard-long cap table. Let's give FFFs a slice of the pie long-term, in exchange for their loyalty.

 

Entrepreneurship

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