How Should Angels conduct Due Diligence?

Its been almost 2 years since we founded AngelCentral. We now have a  quality pool of angels who are investing with (hopefully) a considered portfolio strategy, selecting from a large pool of varied startups and who have a framework for evaluating founders, market and deal terms. The next question we get from more experienced angels is on how to conduct due diligence on the startups they wish to invest in. 

(For this article, i will assume the angel is not a lead investor and are still following a VC or syndicate lead)

Philosophy & Mindset

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I will start by saying due diligence happens after you decide to invest in the round. In an ideal world, you complete DD then decide to invest. However, the real world does not usually allow you the luxury of telling a founder to share detailed datarooms before you at least soft commit. So the normal way nowadays is to evaluate the startup via a few meetings and within 1 month, decide to invest provided everything else in DD process works out. 

So i would encourage fellow angels to have a mindset of verifying key information when it comes to DD phase.  This is very different from the pre-commitment mindset of finding reasons to say no when evaluating the startup for investment.

How Deep Should Early Stage DD go?

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By definition, there isn't that much to DD for early stage startups. Less legal documents, simpler product and fewer years of financials to look at. Also, for angels, we must be prepared to sometimes be given a smaller dataroom. Eg, the lead investor will rightly want to see all salaries and even some client names, but angels probably don't have a business doing that. It really depends on how comfortable the founders are with you.

Areas to DD

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So what do we find in a typical startup DD dataroom? In this folder (usually a cloud folder), you should have access to :

1) Corporate Structure & Shareholding Matters

Eg. ACRA filings in SG case. Shareholder tables pre and post investment, Past & Current Subscription Agreements, Latest & Proposed Shareholder agreements, Founder agreements etc. 

Verify - shareholdings, post/pre investment numbers, investing in holding company, ESOP contracts, rights of shareholders, founders agreement terms etc

2) Financials 

Eg. excel mgmt reports, audited previous year reports. Cash flow, balance sheet and P&L, AP/AR statements, Bank statements

Verify - key expenses like mgmt salaries, marketing costs etc, cash in hand, AR/AP etc

3) Asset Ownership

Eg. domain name registration, software contracts, property titles etc

Verify - ownership of domain names, apps, source code, databases collected. 

4) Contracts & Legal

Eg. employment contracts, client contracts, JV partnerships, MOUs etc

Verify - terms are in compliance with laws and same as shared pre DD

5) Product Development/ Traction 

Eg. analytics snapshots, login access to product demo, big picture milestones/Dev plans, customer interviews, production BOM etc

Verify - usage and milestones as shared during evaluation, key contracts, client renewals

6) Any Other Information

Eg. Investment Deck, Financial Projections etc

That's Way Too Much Work!!!

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Truth be told, most angels don't do all the above. That is why we are not lead investors! For deals which Ning & I are not leading, we usually just pick a few key ones to verify and take about 1-2 days to complete DD. Usually i like to check on mgmt salaries, make sure traffic is real, check out product and customer feedback a bit more. I rely on the lead to make sure hygiene stuff like cash, shareholding, legal issues are all sound.

When Do I Cancel the Deal?

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Shao Ning & I view DD as something we do to tick the boxes. We will only cancel the deal if something is very off or which gives us a feeling founders were not ethical/honest. Eg, if founders said they pay themselves $4K per month post round but in projections they say it will be $8K. And when asked, they say its because they are raising more money. That will be a sign for us to walk away!

But if it is last month sales reported at $10K, but in reality it was $9K. And mgmt has a good reason why they reported wrongly, we will usually give them the benefit of the doubt.

In summary, due dilligence is something angels should do just to make sure the key reasons we are investing are verified. The amount of information we go through and which the startup shares has to be commensurate to the stage of investment. We can and should rely on quality lead investors to do the full due diligence work but do remember if they make a mistake, all they will say is sorry. So end of the day, we have to feel comfortable.  Good luck and have fun!

AngelCentral/Angel Portfolio Report Card

ANGELCENTRAL

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AC goal is to build effective angels by offering quality deal flow, investor education and syndication services. Our community manager zijie has written a wonderful summary of what AngelCentral has done in 2018. You can read it here. Some highlights:

• Hit our goal of doubling investment commitments. From 3m in 2017 to 6m. Of that about 3.7m actually funded.
• Signed up over 100 paying members from 0 in 2017. Lovely mix of entrepreneurs, corporate types and family/corporate funds. Best part? Almost 40% of them actually cut a cheque.
• Trained more than 200 angels.
• Successfully ran 3 syndicates. 

For 2019, Ning set more ambitious targets to grow everything and we are off to a good start already. Of note, we just launched our 2 sided online platform to facilitate discovery and dealflow.

PERSONAL ANGEL PORTFOLIO

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As for own angel portfolio, we now have 24 investments as of 31st May 2019. Using the 24, it’s a TVPI of 2.6 since 2011. If it is over the 19 investments made since Jan 2015, we are at 3.3 TVPI.

In terms of IRR, it has been 23% since 2011 which includes all our early mistakes and 68% since 2015. Hopefully the numbers show we are getting good at our game and that all our fellow AngelCentral investors are working with a good formula. Hard to say because the high IRR also coincides with increasing liquidity in funding ecosystem. But I do feel we are picking better since retiring and focusing on angel investing.

A few observations

• mostly paper gains based mark to market so really need to wait for exits to realize those gains
• 80/20 rule definitely applies. The top 5 startups account for almost all the paper gains.  
• Angel/vc/pe part of portfolio can act as a barbell to overall portfolio. It helps add 2-3% to overall returns which is very significant. 
• Early exits are no good. We need 30x returns not 2-3x.
• It’s really all about founders and depth and scope of their hunger.

PERSONAL THOUGHTS

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Personally, I want to share that helping to run AC has given more purpose to my life. So it really validates the point about having a meaty identity to sink my teeth into that takes up time, is intellectually challenging and also hopefully pays back.

Now Ning and I call ourselves full time angel investors who not only invest 4-5 startups a year but help hundreds more find angels via AC. We are now useful again in a concrete economic way. It’s also a lot more fun to co-invest with other likeminded investors. 

The tricky thing is how to balance it all so that I don’t end up getting obsessed.

It’s quite easy to get back to old mould. I got disproportionately frustrated over a failed syndicate and I had to remind myself that it’s just part and parcel of running an angel grouping.

Hopefully things will continue to balance well and our angel activities continue to grow and add value to the ecosystem. Key thing in my mind is monetization for existing startups and real exits that generate founders who can invest back to spur our ecosystem even higher! 

AngelCentral.co is up and running!

Some readers may know that Shao Ning & I have been actively organizing pitches and training Angel Investing workshops since late 2016. And just last month, we incorporated AngelCentral as an entity. Here's the journey and thought process - its almost like any startup story!

The AngelCentral Story

Ning & I have been angel investors since 2012 or so. We saw this as a way to give back to ecosystem and also to make use of our knowledge having built JobsCentral. Needless to say, we made many, many rookie mistakes of bite sizing, over optimism, poor due dilligence etc. By 2015, we worked out a methodology and start picking much better. If we just look at our last 15-20 picks since 2015, we are at 3.3X or about 68+% IRR (as of end July 2019) Only 1 failure with 1 exit and the rest either uprounds or new. We are now committed Angel Investors and have set for ourselves a 100 startup investment goal over the next 20-25 years.

We thought we should share our learning via Angel Investing Workshops. In 2017, we ran a total of 6 workshops and trained over 120 angels. Then, we thought since we met about 100+ startups annually, we can help organize pitch days for those whom we thought were good. Last year, we ran 6 pitch days for 19 startups and we had S$3+m in capital commitments.

Moreover, on a more macro level, we know that there are insufficient well trained angels in the region. Add on to the fact that tech businesses are booming in ASEAN and we have a classic growth area. Though i must say if we do our market sizing properly, the revenues at scale are not large.

However, we still feel this space needs help and from our pitches and workshops, we realize that we have tested out our MVP and it works very well for both startups and angels. So the next step is to actually start charging users and building a team.

Launching AngelCentral.co

Shao Ning as the boss/driver, came up with a vision and business plan for AngelCentral. AngelCentral's goal is to build a community of competent and effective angels in ASEAN. We will do so by offering quality deal flow and by creating learning platforms to widen investor knowledge. She then roped in Teck Moh who is a co-investor with us on some startups and whom we share similar investing philosophy.

Next, we all approved the budget and decided to invest S$200K of our own money to see if we can build up AngelCentral to be a sustainable enterprise.

First Month of Operations

AngelCentral incorporated in early Feb and since then we launched our membership tiers. Testing out a MVP really matters and accumulating goodwill initially helps. Within 1 month, we now have over 30 paying angels and corporates/VCs. We also organized our first well attended pitch day for 5 startups on Feb 23rd and have received 30+ decks from startups.

The hardest part turns out to be on the administrative and technical bits as we needed to build up the web site and forms. I must say the stack of tools available are amazing and much better in UI and features than what we had back in 2000 (basically non-existent).

We are also recruiting interns and key staff to help drive AngelCentral. So if you are keen on the topic of early stage investing and have great project management skills, email dershing@angelcentral.co with your CV.

Moving Forward

We have a goal to grow our membership base, double the pitches and funding amount in 2018. We also want to help educate angels with deep dives into legal and sector specific areas. Finally, we also want to provide syndicate structures so that Angels can invest together and with lesser bite sizes. If we succeed, we would have done our part to make AngelCentral more sustainable and also help improve our early funding climate.

So if you are an angel or a startup, do take a look at what AngelCentral can offer you!

For Angel Membership- https://www.angelcentral.co/angelinvestment
For Angel Education - https://www.angelcentral.co/learningevents
For Startups - https://www.angelcentral.co/startups