The Angel & The Gambler (Royalty-Based Financing Terms)

Posted by Pierre de la Fortune on April 29, 2015 @ 12:01 a.m.

Written by Jeff Joseph

Forbes magazine recently decried the gambling mentality of the VC industry by likening it to a lottery system where few make unbelievable fortunes while the rest lose someone elses fortune. If angel investors hope to avoid the same fate, they should strive to invest their capital (and negotiate their term sheets) in a manner that creates the opportunity for a greater range of investment outcomes than otherwise experienced by their VC counterparts.

It is true that the VC business model accepts the notion that the majority of their investments will lose money. The VC gamble is that a small slice of their portfolios will produce high-multiple, 20x or greater returns.

But, most angel investors do not have the capacity to go wide enough in their personal portfolios to emulate the VC spray-and-pray model. They cannot afford to gamble. Thats a good thing because, as the VC industry has learned over the past decade, investing in pursuit of lottery-like, all-or-nothing outcomes is simply not a sustainable business modeleven when the gamble is with other peoples money.

Individual investors in early-stage private ventures need to embrace unique investment terms and financing structures that increase the prospects for positive outcomes, as well as, a wider range of outcomes that include single-digit multiple returns.

In a prior post I identified an early-stage investment term sheet provision (a private investment put option) that provides the angel investor with the option of securing the return of the initial private investment capital and the accrued dividend if the portfolio company achieves certain pre-determined milestones. Executing such an option has a profound impact on the IRR of an angel investment and I now consider such put options to be a requisite term for most pre-revenue venture investments.

In addition to increasing the variety of exits, angels owe it to themselves to decrease the elapsed time to the exits in their investments by being creative and open to alternative financing terms and mechanisms. Recently, in addition to put options, I have been taking heed of royalty-based financing venture investment opportunitiesthe process of lending against a companys future revenue stream, as another option to increase the optionality of positive outcomes.

A royalty-based financing (frequently referred to as a revenue loan) is essentially debt financing collateralized by a companys IP, or other assets, and secured against future revenues. The investors note is repaid beginning at a certain date in time (often 6-12 months out) on a monthly basis at pre-negotiated percentage of the companys gross revenues, until the investor has received somewhere in the pre-determined range of two to five times the initial investment back.

Entrepreneurs are generally favorably disposed towards royalty-based financings because they are viewed as non-dilutive to foundersrelative to a more traditional equity financing round. Moreover, the financing is obtained without having to agree to a valuation, leaves management in control of the company and typically requires no personal guarantees from management.

Royalty-based financings can be an effective bridge to profitability for companies that have already brought a high-margin product to market and are seeking to expand their distribution. Although the company incurs an additional operating expense, it is less onerous than debt because the monthly cost is variable to revenues. The company factors the negotiated variable cost into its revenue model to insure that the agreed upon monthly percentage of gross revenues payment to the note holder is at a rate that provides for sufficient operating capital.

There are also applications of the royalty-based revenue model that can be adopted by angels with respect to seed-stage venture financings. The advantage is that the angel investor enjoys a greater certainty of return of principal and a compelling return on investment, as IRRs generally run greater than 30%.

For the angel and early-stage investor these return scenarios are highly attractive. A repayment of principal that takes your risk off the table, monthly cash flows, a compelling return on investment and, additional skin-in-the-game in the form of an equity kicker

Despite the appeal, royalty-based financings (RBF) are infrequently used and represent, at best, a negligible fraction of the funding to early-stage companies. Thats partly because the survival of the VC business model is predicated upon occasional high-multiple exits. For large VC funds to have any chance of posting double-digit IRRs for their LPs they have to swing for the fences to have any chance of overcoming a 2% management fee compounded over 10 years and a 25% carry. The math just doesnt work. Its ironic that a financing approach that caps potential returns at 30-40% IRRs does not work for VCs, but that is indeed the case. VCs are a victim of their own business model.

The real rub here for VCs is that they have reduced their potential investment outcomes. Despite the high IRRs, 3-5X returns dont cut it for VCs because they dont make up for the losers. The unfortunate consequence of their LP model requires that their portfolios pursue decidedly binary outcomes composed of a vast majority of walking-dead and write-offs with (hopefully) a handful of home runs. It is one of the reasons we so often hear that the VC model is broken and VC fund returns have fallen precipitously.

Angels and their advisors should not be emulating the VC model. Rather, they should eschew VCs tired template term sheets and embrace the concept of optionality enabling a wider variety of positive (and asymmetric) exits and investment outcomes.

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