Ing Platforms (Such As Crowd- a PHASE Funding) Become a Flood? in THE

Will the stream of new funding platforms (such as crowd- A PHASE funding) become a flood? IN THE

CBy Cynthia Harrington,R CFA OWD In finance, cracks in what seem like solid edifices can the market will grow to an estimated $300 bil- explode into catastrophic-sized holes. Here’s an analogy lion by 2025. For one, the JOBS Act makes every- that hydroelectric engineers will understand. A concrete one in the US a potential investor. Sixty-two percent of self-directed IRA investors report that slab called a spillway is built opposite all dams for emer- they either plan to or already have increased gency runoff. Rains in early 2017 caused the spillway in their allocation of non-traded alternatives in Oroville, California, to be used for the first time in its response to market volatility. Institutional inves- 48-year history. An enormous chunk fell out of the middle tor demand for alternatives is similarly growing. Preqin, a data and analysis firm for alternative of it, dropping water down into a three-story jagged hole assets, reports in its 2017 investor outlook that and diverting billions of gallons of water toward unsus- one-third of institutional investors have expo- pecting people’s homes below. sure to at least four alternative asset classes, up from one-quarter just a year ago. The main culprit is suspected to be cavita- Both the demand and the supply sides of the tion—the formation of a cavity within a solid still-nascent crowdfunding marketplace are object. The process begins with water pound- flowing strong. There is a generous supply of ing over the small imperfections in the formed companies looking for funding, and in smaller concrete, which creates tiny water vapor bubbles amounts. Such technologies as cloud computing that collapse like a horde of jackhammers. We and open-source software, as well as dynamic may be on the brink of a similar collapse with languages like Ruby and JavaScript, make it the changes in small- and emerging-growth cheap to get a company started. What used to company financing. take tens of millions of dollars can be accom- plished for hundreds of thousands. Lots of new TRULY PUBLIC OFFERINGS companies plus lower capital requirements With the signing of the Jumpstart Our Business Start-ups (JOBS) Act five years ago, companies Cumulative # of Regulation Crowdfunding needing capital became able to solicit investors Offerings Filed with SEC directly. Reportedly, almost $3 billion flowed 240 to new companies from accredited investors in

that first year. “Title II [accredited investors] 180 came out like a rocket ship when the act was signed in 2012,” says Matthew R. Nutting, who 120 practices corporate law at Fresno, California, law firm Coleman & Horowitt and is a direc- 60 tor of the National Crowdfunding Association. “There were few publicly traded offerings then 0 and lots of money chasing those deals.” 6/1/2016 8/1/2016 10/1/2016 12/1/2016 2/1/2017 According to CFX Markets, a trading platform Source: www.crowdfundcapitaladvisors.com/ for alternative assets, there are several reasons cca-regulation-crowdfunding-indices

48 CFA Institute Magazine June 2017 equals a great opportunity for hundreds of millions of meetings, expensive directors’ insurance, and pressures to potential investors. favor short-term results over long-term strategy. Despite the pent-up demand for investments and capital, Benefits are given in equal measure as requirements are Nutting adds a note of caution: “I think Title III [of the JOBS diminished. Companies can communicate with qualified Act] is going to be a slow build.” Nutting, who also co-wrote institutional buyers or institutions of all accredited inves- a book on this new asset class called Equity Crowdfunding tors through the “test the waters” provision prior to pricing for Investors, believes the most recent changes to the JOBS to determine demand for the company’s securities. Research Act, which increase the potential size of deals and make reports on EGCs follow more liberal rules under the new crowdfunding available to as many as 240 million Ameri- laws than those that govern traditional IPOs. cans, will take time to find their place. The companies likely to be successful at marketing to the Advisers to institutions and high-net-worth individuals general public still follow a certain pattern. “Most compa- may want to take note of these tiny bubbles. For one, the nies are not marketing to the wealth manager or institu- supply of available companies trading on public exchanges tional investor yet,” says Mark Elenowitz, founder and CEO is half what it was two decades ago, bringing the total to of TriPoint Global Equities in New York City. “Companies just over 4,000. For another, this is where high-net-worth are presenting to an investor [who is] doing their own due and institutional dollars are going. Millennials notoriously diligence, and these investors have to understand what the avoid public markets, and the younger among them are company does in the first 30 seconds.” more likely to invest in their friends’ private start-ups than Elenowitz points to two such companies that have raised in public companies. The Facebook IPO, for example, made funds through his company’s crowdfunding platform, called 1,000 new millionaires. The pool of these investors is grow- BANQ®. The first is Yuengling, one of the oldest breweries in ing; if the near-10% annual rate continues, by the end of the US, which has huge brand awareness. When it launched 2017, there will be more than 9.5 million high-net-worth investors Growth of crowdfunding region prediction for 2015 in millions of USD in the United States, an increase (research based estimate) of 68% from 2012, with the total 210% wealth of this group increasing by $17.25bn 98.6% 83% to just under $40 trillion. While each country has its own $6.48bn $10.54bn rules, the US has lagged in facili- 82% tating crowdfunding for emerging companies, and the traditional ven- EUROPE ture-capital industry is taking note. 101% Crowdfunded deals raised $34 bil- NORTH AMERICA ASIA lion throughout 2015; this is catch- 59% ing up to the annual US venture- 50% $24.16m capital activity of $69 billion. $68.6m $85.74m AFRICA BEER, ICE CREAM, AND OCEANIA ROBOT ARMS SOUTH AMERICA Emerging growth companies 2015 Percent Annual Growth Rate (EGCs) are drawn to the new fund- 2015 Funding Volume ing streams for many reasons. Top on the list is the lower cost. An IPO’s Source: Massolution 2015CF Crowdfunding Industry Report start-up costs are in the millions; a JOBS Act business can get off the ground with investments a new product line of ice cream in 2014, its customer base of in the hundreds of thousands. Fewer filing and reporting 225,000 people (as well as its huge social media audience) requirements save time and money. According to the SEC, created demand for its shares through familiarity with and the JOBS Act provides “scaled disclosure provisions for passion for the products. A second company with appeal to emerging growth companies, including, among other things, the public is Myomo. Its exoskeleton robotic arm, built for two years of audited financial statements in the Securities people who have paralysis or MS that restricts arm mobil- Act registration statement for an initial public offering of ity, is highly visual. “Investors look on the site and see this common equity securities, the smaller reporting company device move a previously immobile arm, and they get it version of Item 402 of Regulation S-K, and no requirement immediately,” he explains. for Sarbanes–Oxley Act Section 404(b) auditor attestations For crowdfunding industry veterans, the process of con- of internal control over financial reporting.” Firms can avoid necting companies with the public for money started before the costly requirements associated with traditional IPOs, the JOBS Act. An industry report published by crowdsourc- such as disclosures of compensation for executives and board ing.org polled 135 crowdfunding platforms (CFPs) that were members, regular filings of Forms 10 and 8, stockholder already actively fundraising in 2010, before the JOBS Act

June 2017 CFA Institute Magazine 49 was passed. These platforms created and tested the technol- Wefunder lists success stories for 153 companies rais- ogy for processing transactions and the methods to attract ing $34.5 million through Reg-D offerings. The deals are individual funders. Darren Marble, CEO of CrowdfundX in often done out of a personal passion or familiarity. An inves- Los Angeles, has led the marketing for more than 100 crowd- tor who lives in New York and likes beer could invest in a funding campaigns over the last seven years. microbrewery in Alabama or a brew-your-own bar in Boston. Marble, in typical start-up lingo, describes the gene- Another investor whose life has been touched by diabetes sis of his current company as having “failed into the busi- could find a company making a bionic pancreas that auto- ness” after two previous attempts, including a film-financ- monitors blood sugar levels to guide the release of insulin. ing effort. CrowdfundX, whose lead investor is Steven John- The craft brewery investor, doing due diligence, can see son, former chief investment officer of Apple, has at least that a particular beer maker has big-name customers and one claim to fame in the crowdfunding world. The com- good sales and enjoys first-mover advantage. Our diabetic pany designed, produced, and marketed the Regulation- investor might note that the bionic device was developed A+ equity-crowdfunding campaign for the first crowd- by a medical researcher for his son and that Eli Lilly has funded IPO in the US—Elio Motors, which raised $17 mil- made a $5 million investment ahead of the Reg-D offering. lion from more than 6,500 investors before listing on the “Under the new rules, investors get far more data, with OTCQX under the symbol “ELIO.” Marble is also behind the financial statements, risk disclosures, and an analysis of Crowd Invest Summit, which hosted 1,400 attendees at its the debt structure,” says Norman. “This is in addition to the inaugural two-day event in December 2016. “Over the last data points on the site, like the consumer product company seven years, different pieces of the JOBS Act have gone live is getting their customers to invest in.” at different points,” says Marble, who is currently manag- The business models at other platforms are approach- ing 15 Reg-A campaigns. “This last piece takes [away] a big ing the gatekeepers of past traditions. Ryan Feit and James deterrence for people investing in deals in that it doesn’t Han launched SeedInvest in 2012 out of frustration that make accredited investors jump through hoops to prove their Wharton classmates with great ideas weren’t getting they’re accredited.” funded. Based on their experiences in careers at Wellspring Skeptics seem quick to dismiss the market due to the slow Capital, Francisco Partners, Lehman Brothers, and Morgan ramp up since Reg A+ opened the doors to all. Marble dis- Stanley, they steered SeedInvest toward traditional review agrees with that assessment, calling Reg A+ an entirely trans- of potential companies. Professional investors vet all appli- formational piece of legislation, as the first substantial change cants to this platform in house. The additional scrutiny to securities laws in 80 years. The internet took years to build comes from self-interest as well; SeedInvest puts an extra its base before it exploded. “After the first couple of success- $200,000 into each company that meets its crowdfunding ful deals, you’re going to see the floodgates open, especially goal. “Of the 400–500 applicants each month, about 1% get with Reg A+,” Marble goes on to say. “In fact, I predict that through internal due diligence,” says Feit. “Then we out- after a few companies hit the $50 million max, we’ll see the source the legal and confirmatory work.” SEC and Congress comfortable with raising that bar.” One hundred twenty companies have raised an average of $500,000, and 150,000 investors are currently reg- PLATFORMS istered on the SeedInvest platform. Several people on the These new rules necessitate new methods for investors and vetting team, all of whom have MBAs and extensive finan- companies to find each other. For each type of crowdfund- cial experience, are partway through the CFA Program. ing, specialist platforms exist. As opposed to the early CFPs Of the registered investors, a fair amount are registered that described products but gave little information about the investment advisers and family offices. “Advisers looking company offering the goods, the new CFPs deliver detailed for an uncorrelated, high-potential return are talking with financials, as well as data on the crowdfunding itself. “The us,” says Feit. “In this environment, it’s critical for advis- platforms are tinkering and trying to find their role in this ers to offer an alternative to clients to differentiate a firm.” new space,” says Nutting. “The number one issue, as I see it, “If you’re already on our platform, it’s likely a client asked is that too many early stage companies are filing Form 1-A you to look into it,” he adds. way too early. Before Reg A+, companies need operating his- At BANQ, a new offering from a traditional investment tory and customers, not pre-product or pre-revenue.” bank serving the small- to mid-cap market, they take the Wefunder, located in Boston, is an example of a platform scrutiny a step further. They see Form 1-A as simply a replace- that has tinkered with its model. One of the first crowdfund- ment for Form S-1. “We see this regulation bringing back ing platforms in 2012, it now does only regulation crowd- the small-cap IPO, filling the void in the sub-$500 million funding. That being said, it also no longer solicits individ- funding space,” says Elenowitz. ual investors directly; companies bring their own lists of The companies coming in under the new regulation enjoy potential funders, and the site’s base audience already num- all the services of TriPoint as an investment bank. Companies bers over 90,000. “I opened my firm immediately after 2012 go through standard due diligence, valuation analysis, funda- [when the JOBS Act began], driven by a passion to democ- mental analysis, and the industry peer comparison. “The issues ratize markets,” says Mike Norman, co-founder and presi- are priced based on a defensible position,” explains Elenowitz. dent of Wefunder. “Now, with Reg A+, we do only regula- The first Reg-A+ offering to list on the OTCQX was Elio tion crowdfunding.” Motors, which makes a car priced under $10,000 with an

50 CFA Institute Magazine June 2017 analysis skills—an asset class that performs the function NO ONE IS CLAIMING THESE ARE NOT stock exchanges were created for, which is to bring capi- VERY HIGH-RISK PROSPECTS. WITH 90% tal to young companies so they can grow and create inno- vative products and jobs. Inefficiencies mean returns are OF START-UPS FAILING AND ONLY 30% uncorrelated and likely to continue at the current pace of GAINING FINANCING BEYOND THE SEED twice the S&P 500 for a while. Some advisers may already be in the game, and others STAGE, THERE WILL BE MORE FAILURES may be considering developing an expertise in the new fund- TO DISCUSS THAN WINNERS. ing platforms and regulations. To those who are considering, Feit suggests three points. First, the crowdfunded companies are a unique investment opportunity in which their clients are investing alongside venture funds in the same 84-miles-per-tank range. Elio raised $17 million with the deals. Second, there aren’t many advisers in the game as of StartEngine platform in early 2016. BANQ has three com- yet. And third, getting clients into deals with cocktail-party panies listed on the “upcoming offerings” section of its site; appeal will lead to a high degree of client referrals. “The a furniture company, an ice cream company, and a com- 5%–10% of companies in their portfolio that they’re excited pany that recovers treasures from the ocean floor are test- about are what they talk about 90% of the time,” says Feit. ing the waters with real investors to determine interest in No one is claiming these are not very high-risk pros- a potential deal. With that information in hand, Elenow- pects. With 90% of start-ups failing and only 30% gaining itz works with entrepreneurs to craft a potential offering. financing beyond the seed stage, there will be more fail- “Every entrepreneur thinks they’re going to be the next ures to discuss than winners. That has always been the sit- Twitter,” he says. “My job is to marry reality with vision to uation for high-growth companies, even with traditional know where the street is going to price the deal.” IPOs. When Apple’s IPO happened in 1980, it was the larg- BANQ offerings will be immediately listed on an exchange. est offering since Ford Motor Company in 1956. The general “Our issuances look, act, and feel like standard IPOs,” Elenow- public showed up in droves for a few of the shares, many itz says. “It took a long time to convince the exchanges, but of whom were passionate Apple users. Underwriters Ham- these offerings are no different than sales of a regular IPO.” brecht & Quist participated in the deal; this firm enjoyed A key part of the start-up ecosystem is having an exit almost celebrity status at the time for picking winning com- strategy planned at the time of investment. Companies not panies to represent. The stock was priced at $14, opened planning to list on an exchange must keep in mind which at $22, and closed that day at $29. No investor in Massa- big company might buy them as their replacement R&D chusetts got even a single share, because the state securi- strategy. Another factor in start-up investing is to plan for ties regulators would not allow sale there. It was consid- future funding rounds. The average hold for a private com- ered too high risk. pany is seven years; fast growers will need additional capi- As fintech takes away, it also gives. The new vehicles and tal. Some platforms promote their follow-on investing expe- regulations open up new opportunities for financial experts. rience. “Part of the value we offer companies is to finance Information about technologies potentially disrupting all them from a $500,000 or $1 million seed all the way up industries is now easily accessible through online platforms. to the larger $5 million to $20 million rounds,” says Feit The new industry needs a host of ancillary services—spe- about SeedInvest. cialist attorneys, broker/dealers, and marketing compa- He gives two examples. The first is Virtuix, a leader in nies—to do due diligence. There has to be a market grow- virtual reality for gamers. Virtuix created a piece of hard- ing for an index and pooled investment structures. “Don’t ware that’s a circular treadmill. Wearing the oculus head- want to offer clients crowdfunded investments?” asks Nut- gear, the player moving on the treadmill is what controls ting. “How about setting up a mini-rating agency, offer ser- the game action. Virtuix raised a $1.5 million seed round vices to write summary sheets, or maybe devise an insur- through SeedInvest two years ago. The company is enjoy- ance product against fraud and bankruptcy around the new ing success, particularly in China, where it is retrofitting methods of issuance.” internet cafes to be virtual reality cafes. It returned to raise These conversations with clients about their passions another $7.5 million last year for further expansion. Sim- stand to change investment culture. “What are clients going ilarly, Knightscope, which makes a five-foot, 300-pound to want to talk about in the quarterly portfolio review meet- robotic security guard used on the campuses at Uber and ings?” Norman posits. “It can get to be a lot more compelling Microsoft, raised early through SeedInvest and returned to talk about how much craft beer their favorite company for the next round at 20 times the valuation of the first. has shipped or how many new people have relief from diabetic shock than the performance of an asset class of secu- INEFFICIENT FRONTIER rities against their benchmark.” One way to see any opportunity in the crowdfunding sector Cynthia Harrington, CFA, is principal at Cynthia Harrington & Associates, is to consider that what was old is new again. After decades a Los Angeles–based firm that provides executive coaching for invest- of computers taking over public market investing, here’s an ment professionals. inefficient asset class demanding fundamental investment

June 2017 CFA Institute Magazine 51