43 East 7th Avenue Oshkosh, WI 54902 920.232.8904 www.angelsonthewater.com Welcome to AoW Briefs Volume 2 Board of Directors Chair Al Hartman, Dean Emeritus University of Wisconsin Oshkosh Treasurer Mickey Noone, President First Business Bank Northeast Secretary Paul Jones, Attorney Michael Best & Friedrich LLP Larry Bittner, Director Baker Tilly Virchow Krause, LLP Phil Florek, Executive in Residence University of Wisconsin Oshkosh Susan Neitzel, Director Emeritus University of Wisconsin Oshkosh Dave Omachinski Management Consultant Tim Cook, Board Member CEO of Clarity Clear Gerald Sevick, Senior Consultant & Board Member Foth & Van Dyke, LLC Fund Administrator Elizabeth Hartman CEO & General Counsel Chamco, Inc. March 2014 Updates from the Board Fellow investors, We are coming up on our Annual Meeting April 10 with the Board meeting at 4:00 which you are welcome to attend. Hors d’ouerves and cash bar to follow with the annual investor meeting beginning at 5:15. We will have some of our entrepreneurs attending to share their vision and passion for their business. As you know, we have had some good news with one of our investments about to close on second round of funding at about 4.5 times value of what we invested and other at 50% more than when we invested. We will have more news at the annual meeting with some of our investments doing well while a couple of them are not. To date we have not had a failure but two of our investments are struggling. We will soon provide to you a list of our investments with a brief description of what they do. We will also provide a summary of what you have invested to date given the level of your initial commitment. Many of the businesses we have invested in have gone on to get funding from other wellknown angel funds or networks with Baird investing after we did in two cases. This certainly adds support for the quality of the decisions made by our Investment Committee. We continue to request K1s from our entrepreneurs and will get you ours as soon as we get theirs. Elizabeth, who does this without compensation, has been working hard with the entrepreneurs who are eligible for Act 255 tax credits to get them to complete their paperwork. Our paperwork has been complete for some time. If we do not get all of the K1s very soon we will send each investor an individual letter/email with estimated K1 information so you may file your taxes. The Board of Directors will meet at the beginning of the Annual Meeting. Director of Marketing Gracie Wardin, student University of Wisconsin Oshkosh Current Investments We continue to develop relationships with other angel funds and networks. We will be seeking a partnership with the new state entity which will be managing the $25M of state funds for investment in early stage opportunities. Also for Fund II are seeking matching funds from WEDC for help launch that fund. Of course I hope all of you will invest in Fund II. Thank you for reading and please feel free to contact me if you have any questions. - Al Hartman, Chairman Angels on the Water II? By the end of May of 2014 we will have invested 60% of our committed funds. Sometime in 2014 we will likely reach the critical point of 70% invested. The benchmark in the Angel investing arena is that you keep in reserve about 30% of your fund for follow-on investments in some of your portfolio businesses. If we adhere to the approach of keeping some “dry powder” we will need to begin seeking investors for Angels on the Water II sometime in 2014. If we wait until we are completely out of money to invest we will be out of the deal flow stream and will have to rebuild our network. “Price Protection” in Venture Capital Financings: What Entrepreneurs Should Know - A Blog Posting Written by Paul Jones “Venture capital investors are not like the rest of us. When regular folks buy a share of stock and the stock subsequently trades for a lower price, they take their losses. All of them. When a venture capitalist buys a share of stock, and the company subsequently sells shares at a lower price, the venture capitalist doesn’t usually feel the full loss. Sometimes, the VC doesn’t take any loss at all. Welcome to the world of “price protection.” You’ll find price protection in the “Anti-Dilution” section of the term sheet. It is the long, usually complicated and sometimes controversial part of that section that protects a venture capital investor in a prior round from some of the depredations of a subsequent down round financing (a round priced lower than the current round). Consider this is example of price protection in action; in its simplest (and most deadly) form. A VC buys 1 million shares of Series A Preferred Stock for $1.00 per share, with each A share convertible into one share of Common Stock at the option of the VC or automatically upon a qualifying IPO. The entrepreneur owns the 1 million shares of Common Stock that are outstanding, so in this example the VC and the entrepreneur each own 50% of the company. A year later, the company sells one share of Series B Preferred Stock for $0.50. With that, each share of A Preferred held by the VC is now convertible into two shares of Common Stock. The VC now owns, in effect, 2 million shares on an as converted basis, while the entrepreneur still owns 1 million shares, and the B shareholder owns 1 share. Which means our A shareholder now own almost 67% of the company, and our entrepreneur now owns about 33%. The entrepreneur is not happy. Continue Reading: http://bit.ly/1ii1f73 Paul Jones, Investment Advisor A Glimpse Into Aver Informatics Read AoW Briefs online Kurt Brenkus, CEO of Aver Informatics, describes himself as a philosopher rather than a “business and share it with your guy.” “Business is a set of rules,” he says, “which comes into play after building relationships and friends and colleagues! understanding the human condition.” This unique perspective is the basis for the company’s www.angelsonthewater.com AoW Briefs March 2014 Managing Editor Susan Neitzel Associate Editor Gracie Wardin products - the next generation of healthcare analytics technology – with a goal of solving problems and seizing opportunities in the rapidly changing healthcare industry. In healthcare and beyond, Aver assists organizations that have large amounts of information to be analyzed. Founded in 2010, Aver, Green Bay, WI, is the fastest growing provider of user-friendly big data analysis tools in the US. Driven by the implications of the Affordable Care Act and with key metrics of efficiency and cost control in mind, Aver’s niche of “episodes of care” pricing reflects the reality of each patient in terms of reimbursement for over 70% of medical expenses. Within five to eight years, the health insurance industry will be using a trillion dollars (a third of all payments) to convert from “fee for service” to “episodes of care” pricing. Aver, one of only five software vendors currently participating in this arena, has a successful lead in the market and expects to continue rapid growth. With the business based on Brenkus’ philosophy, a great team of individuals, a solid product, and a head start in the lucrative healthcare game, it’s clear to see why Aver is achieving record growth. - Associate Editor, Gracie Wardin