Avodah Investment Brief - 2015
- 2. 1 | P a g e Introduction Avodah Holding, Inc., is a for-profit Delaware C Corporation, that provides capital and world class technology solutions for high-growth Christian-managed companies that seek to positively impact the world socially, environmentally and economically. The Avodah Service Platform will provide business life cycle services designed to enable start-up and early stage companies to effectively articulate their value proposition, attract and manage growth capital, while providing ongoing strategic advisory services. More than a marketplace, our vertically integrated technology and deep experience mentoring and preparing hundreds of firms, allows us to fill a critical gap in the market. While dozens of firms are taking advantage of sweeping changes in securities regulation, we realize that long-term value to investors comes from extensive due diligence and preparation of small companies, so that they are ready not just for an initial capital infusion, but for growth and scaling. OurCrowd is a Jewish platform provides a similar market making function, but does not provide the depth of services Avodah will provide. In three years OurCrowd has grown to an investor base of over 11,000 accredited investors and has financed dozens of investments. OurCrowd is currently raising 250MM in a series C round. We believe that Avodah will fulfill an even greater function for the Christian community, and provide investors social, Kingdom, and financial returns. Successfully attracting risk capital requires thoughtful planning and clear communication. However, most early stage operators lack experience identifying investors and then pitching them. They don’t effectively articulate their value proposition, and make their case. Our mission is to work with companies that have a social conscience and are working on some level to develop solutions to the world’s most pressing challenges in sectors such as sustainable agriculture, affordable housing, accessible education and healthcare, clean technology and financial services. These companies are making an impact. Our core values of service, stewardship and a commitment to doing good are foundational to our faith, and how we intend to deploy capital as well as support entrepreneurs and the emerging growth companies that they operate. We are committed to the belief that living out our faith through good governance, excellent execution, and disciplined growth drives shareholder value. What is Impact Investing? Impact investments are investments made into companies, organizations, and funds with the intention to generate measurable social and environmental impact alongside a financial return. Impact investing focuses on two types of investments: (1) for-profit companies
- 3. 2 | P a g e that have an explicit intent to have social impact via their business model or practices (for-profit “social” enterprises) and (2) nonprofits with revenue and earned-income streams (“enterprising nonprofits”). Once a niche, alternative investment category, impact investing is becoming mainstream. More and more companies are being formed with a social purpose. Avodah is uniquely positioned to prepare these companies to more effectively build investor support, raise growth capital, and execute their business plan in accordance with best practices in corporate governance and risk-management. There is no other comprehensive marketplace or services platform serving the Christian Impact Investment community. Main Street Consumers are becoming more “cause-driven”: • 89% of U.S. consumers are likely to switch brands to one associated with a cause, given comparable price and quality1 . • 42% of North American respondents reported that they would pay extra for products and services from companies committed to positive social and environmental impact2 . • 69% of global millennials want businesses to make it easier for consumers to get involved in societal issues3 . Businesses aligning their practices for social impact can expect to benefit in the marketplace, translating into an attractive thesis for investors. Wall Street The impact investing industry is growing in prominence and size. In Spotlight on the Market (2014), a J.P. Morgan-GIIN report, 125 impact investors worldwide reported plans to increase impact investing commitments by 19% in 2014, from USD 10.6bn in 2013 to USD 12.7bn. Respondents also reported growth in their number of investments by 20% in 2013 and committed capital by 10%. The burgeoning impact investing market is still very young and unfamiliar to many. Historically, the major funders of impact investment have been foundations, philanthropic institutions, and governments. The one group often overlooked is ordinary people – retail investors. We believe impact investing should be available to everyone. New securities regulations have made historic changes to US securities law, and have opened the door to new asset classes and investment vehicles which allow all US citizens to participate in these opportunities for the first time. 1 2014 Cone Communications Social Impact Study 2 2014 Nielsen Doing Well by Doing Good 3 MSLGROUP Future of Business Citizenship
- 4. 3 | P a g e Investment We are raising up to $2 million in equity in the form of Series A Preferred shares for Avodah Holdings, Inc. Use of proceeds will be to fund operations and launch our services. Each Series A Preferred Share will carry a pro-rata 10% profit share on revenues generated. We expect that the capital raised, if the maximum amount is achieved, will be sufficient to fund our operating requirements to profitability. We will be raising capital in the form of private equity through a Regulation D 506(c) private placement memorandum. Use of Proceeds We will allocate up to $830,000 into operations, primarily for the purpose of adding key personnel in marketing and operations. The Intellectual Property and platform are nearly complete. Our Platform We are building a platform designed to meet the needs of companies making an impact by providing (a) investment packaging and strategic services and (b) venture capital investments into businesses that meet our requirements (see “Merchant Banking” below). The services business provides highly profitable ongoing revenue, and the venture arm provides investors the opportunity to participate in the growth of carefully selected companies that have been rigorously evaluated and selected after being serviced by Avodah Services group.
- 5. 4 | P a g e We believe that this will be sufficient to enable the Company to reach and sustain positive free cash flow for the foreseeable future. Through our investment arm, we intend to enter into a joint venture through strategic investment into Capital Services Group, a capital advisory firm that will provide resources and technology that will serve as the infrastructure and execution end of our services offering. This relationship will enable us to maintain lower ramp-up and ongoing operating costs, while benefiting from Capital Services Group’s deep experience, sophisticated technology and expertise. On a post-investment basis (assuming investment up to $1M), we will have up to a 15% equity stake in Capital Services Group. As an equity owner, we will participate on a pro-rata basis in any profit sharing and/or dividends authorized by its board of directors. Our Services Avodah provides emerging growth companies with a turnkey offering of resources in the form of products and services designed to streamline the process of raising capital. • Investment Packaging • Direct Public Offerings • Strategic Advisory • Web-Based, Managed Rule 506(c) Offering Platform for Issuers and Broker Dealers • Corporate Housekeeping • Corporate Communications Our goal is to provide our clients with the tools to build investor support more efficiently and position them for success. Unlike crowdfunding platforms, we evaluate the needs of each business and help them select and prepare for the most appropriate form of capital raising. Even high-performing entrepreneurs do not understand the capital markets and usually lack marketing acumen. Our processes prepare firms to streamline operations, articulate their value, and attract investor interest for the long-run. We approach each client engagement as part of their team. Most emerging growth companies don’t have the internal manpower and experience to effectively design and execute a capital markets strategy. By integrating with their existing team, we become an internal resource to our clients across multiple disciplines including accounting, business development, corporate governance and housekeeping, financial modeling and strategic advisory.
- 6. 5 | P a g e Business Model - Services We are building a platform designed to meet the needs of companies making an impact by providing (a) investment packaging and strategic services and (b) venture capital investments into businesses that meet our requirements (see “Merchant Banking” below). The services business provides highly profitable ongoing revenue, and the venture arm provides investors the opportunity to participate in the growth of carefully selected companies that have been rigorously evaluated and selected after being serviced by Avodah Services group. Our value proposition resides in our team-driven, full-service approach with the unique ability to be fully turn- key to our clients. We offer leverage across the capital markets value-chain. Because we work closely with our clients in the structuring process: designing the narrative, the financial model, the capitalization structure and rationale. We are best suited to work with them to articulate their value proposition throughout the offering process. In addition, we are uniquely positioned to anticipate and develop key housekeeping documents to maintain compliance throughout the process, and to act as corporate communications advocates on their behalf. Investment Packaging Investment packaging consists of providing client companies with financial modeling and business plan development services, development of investor collateral materials, development of offering documents and working with clients to more effectively present and articulate their respective value proposition to investors. We differentiate our process by providing clients with an unparalleled level of guidance and coaching, resulting in a better informed, better prepared and more rational “go to market” strategy for our clients.
- 7. 6 | P a g e This starts with the depth of work we do up front. In addition to our due diligence process, we provide each client with a “New Client Toolkit” which includes information about rules and regulations, as well as compliance in undertaking an investment offering; a due diligence request kit, and MD&A checklist, a directors and officers questionnaire and other related corporate housekeeping materials. We have created a framework for developing investment packaging materials that demands a commitment to aptitude, engagement, compliance and transparency from each client that is surprisingly absent in the general private placement marketplace. Direct Public Offerings A Direct Public Offering (“DPO”) means that the issuer is undertaking and managing the process on its own, without the assistance of an underwriter. Issuers rarely have sufficient understanding or relevant experience with the offering process. In addition, they rarely have access to a sufficient network of actionable investors to provide the necessary capital. Our DPO offering consists of working with issuing companies to design the best possible approach to capitalization, providing the experience and know-how to ensure that the administrative, preliminary valuation and structuring groundwork has been thoughtfully and reasonably completed. Based on the client’s needs, we make the recommendation to undertake a 506(c) offering or a full S-1 registration statement. We also manage the relevant state and federal filing and disclosure processes to ensure compliance. As with our investment packaging process, our DPO process is uniquely thorough and focused on educating our clients along the way so that they are optimally prepared, and fully informed about what it means to capitalize their business and vision using third party capital. In cases where a client is pursuing an S-1 DPO, we spend extra time focusing with them on the implications of becoming a fully reporting company, and helping them to develop best practices and internal processes designed to optimally address regulatory requirements, while mitigating risk and associated costs. Strategic Advisory All the services that we provide, from investment packing and DPOs, to corporate housekeeping and corporate communications, are underpinned by our strategic advisory services. In all of these cases, we are committed to the guiding principle that success is largely dependent on the planning. Equity Marketplace As required by the JOBS Act, the SEC has approved final rules to permit general solicitation and general advertising in certain securities offerings under Rule 506 of Regulation D and Rule 144A of the Securities Act.
- 8. 7 | P a g e We have entered into a strategic partnership with Capital Services Group, owner and operator of Equity Round, an online marketplace for emerging growth companies to solicit qualified, accredited investors. Through this partnership we will be able to offer our clients a best-in-class solution for undertaking direct public offerings under a 506(c) format. This allows us to leverage new crowdfunding equity laws and use existing technology. Avodah Ventures Through Avodah Ventures we design and execute capitalization events on behalf of client companies through a number of strategies including special purpose vehicles formed to raise capital through limited partners, direct investment into companies through syndicates we participate in, and through direct investment via a fund we have established for companies that meet our proprietary qualitative and quantitative criterion. Avodah Ventures fills a critical gap – it allows Investors to discover pre-vetted and well-prepared firms that have a faith and social impact mission. Investors can participate through limited partnerships in the fund, or through syndicated investment opportunities led by other venture capital funds. Special Purpose Vehicle Investments We will create special purpose vehicles to attract investment into client companies that have been packaged and prepared by our services business. Investment Structure
- 9. 8 | P a g e Avodah Ventures will act as general partner to these limited partnership fund (SVPs) and will be remunerated in the form of management fees (1-2%) and carried interest (10-20%). Formed SVPs will be listed on Equity Round, a web-based platform dedicated to marketing offerings of emerging growth companies to qualified investors. Opportunities We Will Consider Avodah Ventures invests across all industry segments, U.S. geographies and investment stages, from seed through late stage. We co- invest with small to large lead venture funds. Our investments typically range from $500,000 to $1,000,000, but we will consider smaller investments—as low as $250,000. We only consider financings in private, U.S.- headquartered companies. In addition, while we will invest at any stage, there must be at least one additional venture capital firm in the round that is also making its first investment in the company. Venture Investing We are forming a venture capital fund dedicated to lead investments into companies have a faith- based mission in their charter, and meet our additional qualitative and quantitative criterion. In addition to companies that we will consider for investment in our lead venture platform, the companies must have moved through our investment packaging process, ensuring that we have a deep understanding of their value proposition, and whether they meet our other criterion. We believe this requirement will help mitigate risk while amplifying the value we can add to the investment due to our previous working relationship. What Defines Our Approach Faith-based investing requires decisions to be made in accordance with Christian principles. As a faith-based approach to investment management, investors often consider faith-based investing to be a category of ethical or social impact investing.
- 10. 9 | P a g e Our core values call for us to invest in businesses that are consistent with Christian principles. Before investing in a company, we evaluate its business activities and financial records to determine where its primary revenue comes from and how its income and expenditures are managed. We then carefully select businesses for investment that meet our principles and stringent business tests. Interpretation of Christian principles as applied to business activities is nuanced, and our investment guidelines can vary. We rely on our advisory board to help determine whether an investment meets these standards. Competitive Landscape We operate in a competitive industry, with many professional services providers competing for business including legal and consulting firms, investor relations firms, marketing firms, CPA firms and venture capital firms. A successful competitive formula must include: • Ability to provide solutions specific to client’s needs • Ability to provide independent, systematic advice and services without conflicts of interest • Quality, breadth and convenience of advisory services • Established relationships with value-added partners • Reputation and experience • Price We believe we are well positioned to compete in each category of services we provide, on cost, capability and value-add. Financial Pro Forma Statements4 4 Our ability to achieve the pro forma financial results described herein is contingent, amongst other things, on success- fully raising the maximum amount of capital in the current offering. Failure to do so, and/or failure to do so on a timely basis will materially impact these pro forma results.
- 11. 10 | P a g e Management Team Dr. Richard Swart – Co-Founder & CEO. Dr. Richard Swart is recognized as the global thought leader in the crowdfunding industry. He is a founding board member of the Crowdfunding Professional Association (CfPA), the Crowdfunding Intermediary Regulatory Advocates (CIFRA), and an early leader in the field. Dr. Swart co- organized the first major national conference on crowdfunding and coordinated several educational events on the JOBS Act throughout the United States for the White House. As a research scholar in the Institute for Business & Social Innovation in the Haas School of Business, he was UC Berkeley’s resident expert on crowdfunding and evolving models of alternative finance. He also organized the Annual Academic Symposium on Crowdfunding Research. He currently advises the Bill and Melinda Gates Foundation, and works with several other prominent foundations, think tanks, funds and corporations. He is co-author of the book Crowdfunding: The Corporate. He has lectured in Europe, the UK, Africa, the Middle East and throughout the United States. In recognition of his research in the United Kingdom, he was made a Fellow of the Royal Society of Arts. Dr. Swart was the lead author or researcher on the World Bank’s report on Crowdfunding and its Potential Impact for the Developing World. He partnered with the University of Cambridge to complete the first Country level-study of alternative finance: The Rise of Future Finance: The UK Alternative Finance Benchmarking Report. He authored the report: How Does Crowdfunding Impact Job Creation, Revenue and Professional Investor Interest? – the first report that empirically demonstrated crowdfunding’s effects on job creation and future investments. After leaving Utah State University’s Huntsman School of Business where he taught Information Systems, he has worked with a number of startups and has become a key organizer in the entrepreneurial ecosystem. He is a former COO of an Internet startup that had a successful exit in 2010. Jeff Johns - Co-Founder and Chairman. Jeff brings tremendous experience and acumen in business development and raising capital. In the past 12 years at the National Christian Foundation (NCF), his affiliate team has grown annual charitable contributions from $40 million to more than $850 million and have raised more than $4 billion for the purpose of Kingdom Impact and positive change. In addition, Jeff has developed and led efforts to extend this model globally, with a focus on Asian markets through Global Generosity Foundation. Most recent, he launched a platform in Hong Kong to serve greater China. Having served on several generosity focused boards, including The Gathering, Wycliffe Seed Company and currently as Chairman of the Board of Axis, Jeff brings a depth of corporate governance experience. He earned a Bachelor of Arts from Duke University and an MBA from the University of Texas at Austin. Jeff is an instrument rated pilot, a collegiate national skydiving champion and is married, with three children. Aimee Minnich - Co-Founder, CIO and Director. Amy is a thought leader, accomplished public speaker and expert in the field of profitable giving, having authored “The Profitable Charity,” a book for nonprofits on the topic of adding earned revenue to their activities to fund and further their missions. Prior to founding Impact Investing Foundation, she served as President and General Counsel to the National Christian Foundation, Heartland, where, amongst other things, she designed and implemented the foundation’s Missional Investing Program to allow the investment of donor-advised funds in social impact companies. From 2007 to 2009, she served as Associate Attorney at Seigfreid, Bingham, Levy, Selzer & Gee, P.C., focused on M&A, transactions, nonprofits and estate planning. Amy earned a Juris Doctor form the University of Kansas School of Law and a BA in Philosophy, Magna Cum Laude, from Rockhurst University.
- 12. 11 | P a g e In addition to “The Profitable Charity,” publications include “Business as a Catalyst for Social Change,” Outcomes Magazine, Winter 2014 and “Rational Regulation of Payday Lending,” 16 Kansas Journal of Law & Public Policy 84, Fall 2006. Thomas Carter - Founder, Director. Thomas brings more than 25 years of capital markets expertise, having worked with more than 200 early-stage and startup companies to provide investment packaging and strategic advisory support. His experience spans both public and private markets. Thomas is founder of Capital Services Group, a San Diego-based capital advisory firm specializing in preparing emerging growth companies to raise capital and implement best practices, including corporate governance. Under his direction, Capital Services Group has built an online marketplace, compliant with Rule 506c general solicitation standards, designed to enable select emerging growth companies to more effectively market their offerings to qualified investors. Thomas continues to develop financial services technologies to enhance, automate and sustain companies undertaking financial offerings and strategies to build investor awareness. Thomas and his wife, Cherie are parents to five boys. He is an avid action sports enthusiast and has played instrumental roles in the past development and advancement of wakeboarding. Robert J. Caruso – Co-Founder & Director. Robert is a Founder and Chairman of Impact Republic. Mr. Caruso is also the Chief Executive Officer of The Kantian Group. Prior to Impact Republic and The Kantian Group, Caruso was Managing Partner and the President of Select Equity Group, Inc. Select Equity Group and its affiliates manage in excess of $10 Billion in client funds in the global public and private equity markets. Caruso was responsible for the day-to-day management of the firm and its operations. Caruso was also a member of the firm’s Operating, Management and Executive Committees. The Executive Committee is responsible for the overall management, strategy, business development, and risk management of Select Equity. Prior to Select Equity, Caruso was a Managing Partner, Chief Operating Officer and a member of the Board of Directors’ of Highbridge Capital Management. Highbridge Capital Management and its affiliates managed in excess of $40 Billion in client funds in the global debt and equity securities, private equity, currencies and commodities markets. Caruso was responsible for the day-to-day management of the firm and its operations. Caruso was the Chairman of the firm’s Operating, Risk Oversight and Compensation Committees. Caruso was also a member of the firm’s Investment, Markets, Management and Executive Committees. Prior to Highbridge Capital Management, Caruso was a Managing Director, Chief Financial Officer and the Treasurer of Robertson Stephens, a San Francisco-based global investment bank. Caruso was the Chairman of Robertson Stephen’s Credit, Risk Oversight, New Product and Operating Committees. Caruso was also a member of the Capital Commitment, Management and Executive Committees of the firm. Caruso is a member of the Board of Trustees’ of Saint Joseph’s University and Chairman of the Investment Committee, The Princeton Healthcare System and Chairman of the Investment Committee and the McCarter Theater Center, and the Board of Directors’ of Shake Shack Enterprises, LLC. Caruso is also the Founder and Chairman of The Kantian Foundation, a private non-profit foundation focusing on impact investing. Caruso holds a B.S. degree from Saint Joseph’s University. Caruso resides in Princeton, New Jersey and has been married to his wife Michelle for more than eighteen years. They have five children, Jack, Charlie, Ava, Max and Lola.
- 13. 12 | P a g e Disclaimer This is Not an Offer to Purchase or Sell Securities. This overview is for informational purposes and is not an offer to sell or a solicitation of an offer to buy any securities in Avodah Holdings, Inc. (“Avodah” or the “Company”), and may not be relied upon in connection with the purchase or sale of any security. Membership Units of Avodah, if offered, will only be available to parties who are “accredited investors” (as defined in Rule 501 promulgated pursuant to the Securities Act of 1933, as amended) and who are interested in investing in Avodah on their own behalf. Any offering or solicitation will be made only to qualified prospective investors pursuant to a confidential offering memorandum, and the subscription documents, all of which should be read in their entirety. To obtain further information, you must complete our investor questionnaire and meet the suitability standards required by law. Cautionary Note Regarding Forward-Looking Statements/Pursuant to the U.S. Private Securities Litigation Reform Act of 1995 This investment brief contains, and our officers and representatives may from time to time make, “forward- looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding launch of products, sales, markets, marketing strategies, our estimates on future financial performance, revenue growth and earnings, anticipated levels of capital expenditures and our belief that offering proceeds will provide sufficient liquidity to fund our business operations over the next 36 months. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: • Macro-economic conditions, or economic conditions specifically impacting the capital markets. • Avodah faces risks relating to the cost and availability of funds to meet its business needs. • We rely on referrals for a substantial part of our pipeline business. Our relationships with key customers and track record of execution are critical and fundamental to our success. • Our failure to capitalize our merchant bank could negatively impact sales and harm our financial condition and operating results. • We operate in a highly competitive market, with varying degrees of barriers to entry. The actions of established or potential competitors may have a negative impact on our financial performance.
- 14. 13 | P a g e • Macro-economic conditions, or economic conditions specifically impacting the capital markets. • Avodah faces risks relating to the cost and availability of funds to meet its business needs. • We rely on referrals for a substantial part of our pipeline business. Our relationships with key customers and track record of execution are critical and fundamental to our success. • Our failure to capitalize our merchant bank could negatively impact sales and harm our financial condition and operating results. • We operate in a highly competitive market, with varying degrees of barriers to entry. The actions of established or potential competitors may have a negative impact on our financial performance. Any forward-looking statement made by us in this investment brief is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise. For more information, contact: Thomas Carter Ph: 760-845-7545 E: [email protected]