Equity Crowdfunding & Investing: The Definitive Guide

Updated 5 January 2019

With more and more equity crowdfunding listings going live every month, we have put together this guide to outline the unique risks and shortfalls that come with investing in young companies. PledgeMe, Snowball Effect and E quitise are three examples of crowdfunding platforms listing investment opportunities within New Zealand, and our guidance below applies to any company listed on any of these platforms.

As this is the first edition of this guide, user experience and feedback is welcome. Please email our team if you have anything you would like to contribute.

If you are wanting to invest money with peer-to-peer lenders, this guide is not for you - read our Harmoney, Squirrel and general P2P guides for more details.

What is equity crowdfunding?

Equity crowdfunding occurs when an investor buys shares in a private company that lists on a crowdfunding website. The process is facilitated by a 'campaign' where the company promotes its positive future with financial statements and strategy documents known as an 'investor memorandum'. Equity crowdfunding opens up investment opportunities in private and often new businesses looking for money to grow and expand. Equity crowdfunding aims to offer shares to anyone willing to risk the money the company is asking for. Investors often put in between as little as $100 and as much as $10,000 (or more) in the hope that the investment will be successful.

Summary of Equity Crowdfunding

Equity crowdfunding has been in New Zealand since 2014 and is here to stay for the foreseeable future.
Pick the right investment and a small contribution to an early stage business could make you millions. But, to date, there has been little upside in the offers everyday Kiwis have invested in. In fact, quite a few have had a successful campaign, then spent the money and, for whatever reason, gone out of business.
Anyone thinking that one or two investments are going to turn into the next TradeMe, Xero, Vend or Jucy is going to be disappointed.
In general, startups have a hard grind - the odds are that they will fail in less than five years, they need to win new customers, and now, with the need to raise money publicly, there is a lot of pressure to make it all work.
If you do have a burning desire to invest in a campaign to make money, do so with a heightened sense of awareness. It’s a fact that most startups, around 90%, will go out of business.
Even experienced venture capitalists, the professionals when it comes to picking companies to succeed, lose their money on as many as 75% of their investments.
Be aware that once you invest, selling your shares is probably going to be difficult.
Usually when an investor is approached to buy shares in a startup or young private company, there is a presentation, subsequent in-person meetings and lots of questions raised. With equity crowdfunding, everything is communicated online. This means questions are asked and responded to in writing; getting a face-to-face conversation with the company directors isn’t an option.
Individuals are left with the decision on whether or not to invest solely from the information they are given. There is little or no opportunity to stress-test the assumptions, dig deep into the sales plan, analyse the marketing strategy or even have a chat about the director dynamics. We don’t believe that’s good enough to make an informed choice.
Our position is that equity crowdfunding is best avoided if the investor's objective is to make a return on their investment.
Crowdfunding equity offers are extremely high risk and investors should be comfortable with losing all of their money. Investors need to be realistic and get some perspective on the upside of these investments.
Only invest money in equity crowdfunding that you are 100% happy to lose.

Our Guide Covers:

FAQs

Can I sell my equity investment?

It depends. The market for each company you invest in is likely to be small; read our section on selling your shares here.

When will I receive my money back?

It depends on the success of the company; read our section on selling your shares here which explains when investors will receive their investment back.

How are equity crowdfunding shares different from other investments I have?

A share in a private company entitles you to the rights offered by shares in public companies.
As such, you have the right to receive dividends, vote and make additional investments.

Understanding Equity Crowdfunding and its High-Risk Nature

Equity crowdfunding works in a similar way to the popular television show Dragons' Den. Startup businesses with an existing product pitch to a set of investors, known as the dragons, who say yes or no based on what they see and hear. Dragons challenge the sales numbers, scrutinise the product and ask tough questions. No dragon invests in a business because it sounds like good fun, and you shouldn't either when looking at crowdfunding opportunities.

Knowing Enough is the Minimum Required

We challenge anyone thinking about buying shares via a crowdfunding campaign to get to know the business inside out before investing even $100.
The supplied investor memorandum (a document outlining the prospects of the business) is probably not going to be enough to make an informed decision. Every investor needs competitor analysis, market size and sales growth information and cash spend data.

Equity Crowdfunding is Relatively Untested
Equity crowdfunding has been in New Zealand since 2014 and is here to stay for the foreseeable future. Pick the right investment and a small contribution to an early stage business could make you millions. But, to date, there has been little upside in the offers everyday Kiwis have invested in. In fact, quite a few have had a successful campaign, then spent the money and, for whatever reason, gone out of business. Anyone thinking that one or two investments are going to turn into the next TradeMe, Xero, Vend or Jucy is going to be disappointed.

We believe it could take anywhere from five to ten years to get a clear picture of how well equity crowdfunding investments perform.

Marketing is Key to Campaign Success
Gimmicks, possibly misleading graphs and incentives are some of the tools campaigns use to get funding. Some campaigns have offered investors putting down $2,000 (or more) the incentive of a free case of beer every year, or something similar. We would say that anyone investing $2,000 in a bank term deposit would earn enough money every year to buy two or three cases of craft beer, all while protecting the original investment. Investors need to be pragmatic when it comes to the potential returns and not be fooled by marketing spin.

Equity Crowdfunding is a Big Step to a Company
Startups have a hard grind - the odds are that they will fail in less than five years, they need to win new customers, and now, with the need to raise money publicly, there is a lot of pressure to make it all work. Also, New Zealand is a small place, so it can be embarrassing for a founder if they have gone public with a campaign and later gone bust. Also, investors feel a level of ownership that may be greater than their share percentage, but all of this needs to be managed by the company. A company offering its shares to the public with a campaign has to get every moving part to their business working in unison to protect investor money - this is not an easy task. If the company asking for your money is managed by people who have never run a business before or had a successful exit (i.e. sold the business), then there is a greater risk that your money could be used on their 'learning' journey.

Ask Yourself Something - Why are YOU being Asked to Invest?
Campaigns come and go on a regular basis - but it's a possibility that other means of raising money have failed. Is it fate that you found the company on PledgeMe, Equitise.com or Snowball Effect? Or is it something else? A standard route for funding a young company is with small investors known to the founders, followed by larger investments from established venture capitalists and/or bank loans. But if the company asking for your money hasn't successfully tapped these markets, the obvious reason could be that the product they are offering isn’t unique, the business doesn’t have the scale and/or the valuation they think the business is worth is too much. Venture capitalists bring a lot of experience and business savvy to every company they invest in; they have the best interests of the company at heart with everything they do as by doing so their investment is protected. Crowdfunding money doesn't come with such benefits for investors.

If You Still Want to Invest, Read On. Carefully
If you do have a burning desire to invest in a campaign to make money, do so with a heightened sense of awareness. It’s a fact that most startups, around 90%, will go out of business. Even experienced venture capitalists, the professionals when it comes to picking companies to succeed, lose their money on as many as 75% of their investments. Our tips below decrease the chance of losing your money should you take a risk and invest.

If you’re looking to build an investment portfolio, start with options that spread the risk

Equity crowdfunding offers are high risk. Low-risk investment options include index funds such as those offered by Simplicity, InvestNow and Smartshares. Specific share purchases can be made with minimal transaction costs with Sharesies (for the New Zealand market) and Hatch (US markets). The options available are funds that invest in hundreds of companies meaning you diversify your money. If one company you invest in goes bust, it doesn’t matter as your investment is spread out. This differs from equity crowdfunding, where all your eggs are literally in a single basket - the company invested in. To be 'diversified' in crowdfunding, you would need to make at least 10 contributions to campaigns, but all of these would be high risk.

Only invest money in equity crowdfunding that you are 100% happy to lose

If you can’t afford to lose, for example, $500, don’t invest $500 in a crowdfunding campaign – the risk is too high. Any money allocated to a campaign needs to be spare whereby losing it won’t disrupt your life. If you want to invest $2,000 in a craft brewer that spins a good yarn but know that losing the money would cause you financial difficulty, it makes no sense to put yourself in that position.

Be aware that once you invest, selling your shares is probably going to be difficult

The bad news is that there is very little liquidity in shares in a private company. This means that unlike shares in publicly listed companies such as Air New Zealand or Spark, which are actively traded, when you invest in a crowdfunding campaign ultimately there are only three ways you’ll either get your money back or make a profit from your investment:

The company goes public on the NZX or another sharemarket, which gives you the opportunity to sell your shares at the market price
The company is bought, meaning your shares are acquired at an agreed upon price
You find an investor to purchase your shares directly from you, although it will be difficult to value your investment unless there is an active market for shares in the company. This is highly unlikely.

If you invest and then change your mind, you will probably struggle to sell your shares. Because equity crowdfunding is new to New Zealand, there is no secondary market for the shares owned by individuals. Quite simply, once you invest, there is no going back.

Invest money you won’t need for at least five years

Startup and fledging companies are volatile and unpredictable. Based on the uncertainty it’s critical to invest money that you won’t need for at least five years. It’s best if you don’t need the money at all to ensure your finances are protected.

Understand the finances, management team and business model

Chances are the company will be loss-making, so your money will probably be used to sustain those losses. But what if losses exceed the budget? Is there enough money to keep the company afloat?

Our view is that projections of future revenue can be overly optimistic and investors should accept that sales may be flat while a business builds its brand. A balance sheet is critical to determine how much money the business has, and a profit and loss shows the history of financial performance. Cash is king to these businesses and running out of money is the biggest threat to an investment.

The management team needs to be vetted – are you investing in someone’s first business or is the team running the operation experienced in their industry? If it’s not clear on the investor documents, Google the LinkedIn profiles of the founders and ask directly anything you want to be clarified.

Look at the industry and the product, and ask yourself if the business stands out. Craft beers, for example, is a saturated market; the barriers to entry are low and men and women all over the country are creating 'home brands' every day. Anything in consumer goods, food or fashion is likely to be highly competitive with whisper-thin margins set by retailers and production costs. Unproven tech ventures can be just as risky if the product is still being validated in the market and lacks any customer interest.

Reading the investor memorandum is essential, but keep in mind it's not likely to dwell on anything negative or gloss over potentially significant issues.

Understand the investment terms and valuation

Each campaign will state its valuation. These can vary from something in the hundreds of thousands of dollars to several million. Don’t contribute your money to an overpriced investment. If a lossmaking company with an annual turnover of $50,000 says it’s worth $5 million, it will be extremely difficult to make money from an investment unless the company drastically scales up its sales and/or is bought out later on. And here lies the problem - most startup companies go bust; very few get acquired. In New Zealand the frequency of mergers and acquisitions, as well as private equity transactions, are very small. Consequently, there are few opportunities for a company to be bought out later on. Media reports talk about success stories of acquisitions, but these are few and far between. And even if a company is acquired, it may be for less than its valuation meaning you could still lose some or all of your investment depending on the equity structure.

Ask questions about who valued the company, the limitations on management issuing themselves new shares and the plan and priority of existing investors should further capital be needed at a later date.

Get a reality check – ask a friend or family member

If you believe in the business, getting a second opinion from a friend or family member is a good idea to make sure you have thought about the investment thoroughly. Email a friend the company’s URL and Facebook page and ask for their opinion on the product they sell. Don’t share the investor memorandum with them – it’s best they assess how the business presents itself to its customers and the appeal of its product.

Don’t be reluctant to hear criticism – if you want to invest in a business selling dog toys and your dog loving friend doesn’t like what they see, make sure you know why before deciding to invest.

Crowdfunding is new and unproven - don't become a statistic

There will be losses and failures and bankruptcies and liquidations before there are exits, said Dave Freedman, co-author of 2015's "Equity Crowdfunding for Investors. New Zealand is a young market for crowdfunding. Right now, we don't know of any instances of investors getting their money back. We do know many cases of failures. Know that your money is going into an unproven investment opportunity and has a reasonable chance of being lost.

If the company needs more money later, don’t automatically invest

Here’s a not so unfamiliar story: You make a $1,000 investment and 12 months later the company says they’ll need another round of funding or It’s lights out. Existing shareholders may panic and plug the holes by investing more money to protect their original investment, but this can often be unwise. Other investors may put in money to keep things going, and your percentage of ownership will be diluted.

In short, look at what is being offered before putting down more money. Losing your original investment is better than losing additional money later on. What happens after you contribute isn’t going to be reported on the crowdfunding platform – your investment is between you and the company.

Know that we believe the odds are against you and your money

The best investors in private companies have a large pool of money and spread the risk. They also have priority access to companies looking for money. There is a risk that companies offering equity via a crowdfunding platform have been rejected by professional venture capitalists for one or many reasons. Crowdfunding campaigns do not face the same tests that professional investors would put a company applying for money through.

The final step is to decide whether or not to invest. Usually. when an investor is approached to buy shares in a startup or fledging private company, there is a presentation, subsequent in-person meetings and lots of questions raised. With equity crowdfunding, everything is communicated online. This means questions are asked and responded to in writing; getting a face-to-face conversation with the company directors isn’t an option. Individuals are left with the decision on whether to invest or not solely from the information they are given. There is little or no opportunity to stress-test the assumptions, dig deep into the sales plan, analyse the marketing strategy or even have a chat about the director dynamics (i.e. how the team works together). We don’t believe that’s good enough to make an informed choice.

We don’t have laws in New Zealand to protect investors from property investment scams, forex academy spruikers, coaching gurus and similar shonky operators, so it wouldn’t be fair for the FMA to place limits on how much an individual can invest in an equity crowdfunding campaign. Our message is clear:

Invest only what you can afford to lose, have zero expectations of getting your money back and know exactly what you are investing in before getting out your card and putting down your hard-earned money.
The back catalogue of campaigns to date has had many failures, and so far business conditions have only been in one economic cycle which is relatively buoyant.
The resilience of these funded companies has not been tested in an economic downturn – things may be very different when that time comes.

Fact vs Reality - What We Think Every Investor Needs to Know When it comes to Equity Crowdfunding Campaigns

The Valuation Listed Probably Won't Be Accurate

The valuations offered by companies are often implausible. A company that needs $500,000 to keep going is probably not worth ten million dollars. If it was, would it be begging for your money? But all too often, potential investors are often lured into a false sense of security by thinking the bigger the valuation, the safer the investment. This is not the rule, and while the promoters will try to justify the valuation, the number ultimately doesn’t mean much.

Understand That You're Unlikely To Get Your Money Back (Should a Company Go Bust)

As an equity investor, you are the lowest of the low if the company goes bust. If there are assets that can be converted into cash, payments will go to secured creditors (such as banks) and suppliers before distributions are made to other lenders and bondholders. Shareholders rarely get a cent from the collapse of a company”.

Understand WHERE Your Money is Going

A big issue flagged is the risk that cash raised is simply used as working capital and not allocated to anything especially productive. A company raising a million dollars to ‘grow the business’ will often absorb this money in sales and marketing costs – if the strategy doesn’t work and costs run over budget, there may be little cash in the bank to pivot, and ultimately the company could find itself struggling to meet its obligations.

DEMAND a Balance Sheet with No Exceptions

Our biggest issue is that companies can raise money without presenting investors with a balance sheet. Cash is the only thing that matters to a young business – not disclosing how much is in the bank and what liabilities are due prohibits investors from making an informed choice on whether to invest or not.

We don’t believe any amount of data around Instagram followers or social reach of brand ambassadors can make up for not knowing the financial health of a business asking for your money.

Red Flag Alert: Ask for a balance sheet in the Q&A section of the campaign. If you don't get one, there could be something the company doesn't want you to see. If your demands are ignored, we believe that without a balance sheet on hand, no individual can make an informed choice in whether to invest.

Understand Negative Equity - It's a Recurring Issue with Equity Crowdfunding

The concept of negative equity seems to be largely ignored or unexplained by crowdfunding platforms, despite several instances of, for example, PledgeMe offers depicting negative net assets. Put simply, negative equity is when the value of the assets after deducting the value of the liabilities is a negative number. In the case of a home, having a house worth $500,000 with a mortgage of $600,000 means there is $100,000 of negative equity. Such instances should be a red flag but often are overlooked.

Awards and Partnerships Mean Little, if Anything at All

There have been many instances of crowdfunding campaigns bragging about specific awards. Awards don’t translate into sales, and sales are what a business needs if it has any hope of becoming profitable. Any pitch emphasising awards more than sales should ring alarm bells.

If a company also talks about 'partnerships' this is not the same as sales. 'Partnerships' often mean 'friendships' between companies, but can't be relied on to generate revenue.

Few Offers Doesn't Mean You Should Invest in Anything

Few crowdfunding equity offers come to market, but this shouldn’t mean that investors should jump on board without carrying out thorough due diligence. More companies need money that run campaigns - if you are keen to invest in young companies, a more formalised approach is with angel investing networks such as the New Zealand Investment Network or local angel chapters.

'The Plan' may not go to plan

Businesses outline what they plan to spend the money on, but investors need to be aware that this is a guide only and the directors are not bound by this. You have contributed towards the costs of building a new factory to expand, but if there is a more urgent demand for the cash (like paying impatient creditors), your money will be diverted to where it's needed and you have no say in that matter.

Diversity, Conservatism and Cash are all scarce in equity crowdfunding

The basics of investing require diversity in assets. Crowdfunding opportunities in New Zealand are limited and we take the view that even spreading $10,000 over ten investments is insufficient and extremely high risk given the massive potential for downside in this niche.

Investors are pitched with nifty graphics, icons and often very aggressive sales forecasts. In one example we cited on PledgeMe, a two-year-old company had annual revenue of just $1,600 but projected 2,150% revenue growth the following year. This defies the early stage performance of tech giants such as Facebook and Google.

We take the view that while market size estimates may be accurate in an investor memorandum, sales projections are likely to be overly ambitious. If a company builds its sales projections around selling to '1% of the market', be wary of such claims. Selling to '1%' of a market takes a huge amount of effort - something that small companies already short of cash may find it near impossible to achieve.

A Company with Dozens or Hundreds of Investors Can Complicate Further Investment from Venture Capitalists

Venture capitalists may view a startup with numerous investors in the background as an added layer of complexity when dealing with a business hoping to raise more money. While the situation varies on a case by case basis, it's a fact that a company with two or three shareholders is easy to fund and manage than one with hundreds.

Equity Crowdfunding - Final Thoughts and a Warning for Every Investor

Our view is that crowdfunding equity offers are extremely high risk and investors should be comfortable with losing all of their money. Investors need to be realistic and get some perspective on the upside of these investments. It’s unlikely that the next Xero or A2 Milk is going to appear on a crowdfunding website. The companies listing equity offers are often small cap and most, we believe, have the best intentions. Investors wouldn’t know if conventional financing had been refused and potentially forcing directors to crowdfund to keep the business afloat.

Zombie companies, i.e. entities which trade at a loss, often have little long-term prospects but need cash to keep going, and in such instances can easily whip up a flashy investor memorandum and talk up their game. Investors, on the other hand, have no clue about what the reality is or are too inexperienced to ask the right questions. The FMA has been involved previously in formally warning the director behind a PledgeMe campaign on the basis of investor misrepresentations after questions were raised by PledgeMe relating to the solvency of the business, which went bust four weeks later.

Investors should tread with caution. Renaissance Brewing was the first company to carry out an equity crowdfunding campaign in New Zealand, raising $700,000 in mid-2014 with a nine-year trading history. Three years later it was in placed in voluntary administration with all investor money lost. Before this happened, there were regular media reports of revenue growth, operating profits and improving margins. But despite the hype, there are numerous inherent risks with running a business and bad news doesn’t get reported. Ultimately, equity shareholders are unlikely to hear anything significant from the company they have invested in until it is sold, needs more money, or goes bankrupt.

In the case of Snowball Effect’s second offer, mum and dad investors coughed up $488,000 to help finance the production of a film. The investors were pitched with lofty international sales projections, but the reality of a wide release turned sour after the film failed to be sold in most territories, with the promoters eventually conceding the film didn’t meet buyer expectations of fitting with the ‘family’ or ‘drama’ genres. Investors saw 99% of their money wiped out.

PledgeMe’s Riot Foods is a recent example of a funding campaign that should have raised red flags from the outset, but it’s difficult for amateur investors to pick up key essentials. In that situation, the promoters presented a ‘forecasted’ balance sheet, post-funding. This made it impossible for anyone to know how much cash the company had in the bank and whether the business needed investor cash to continue as a going concern. There was a single line mentioning that a further one million dollars would be needed and that the money being raised wouldn’t last a year.

It's easy to run an equity raising campaign, harder to meet the target and even harder to make the business a success in the long term.

Venture Capital, in almost all situations, comes with close eyes on the business. Similar to Dragons' Den, there is an expectation that the dragon, i.e. venture capitalist, will sit on the company's board, provide guidance and oversight and offer their business expertise and contacts. With crowdfunding, investors have no checks or balances over how the company behaves. Crowdfunding investors don't sit on the board, meet with the directors or even have a right to receive ongoing financial statements. The investors instead take most of the financial risk but don't get any immediate benefits and have to trust and hope that the company's management knows what it's doing.

We take a view that the FMA regulation that companies can crowdfund up to two million dollars in a twelve-month period is perhaps the best protection currently in place in an otherwise loosely regulated market. Increasing this limit should only be looked at when the crowdfunding equity raising model proves to be successful to investors. At the moment, the total sum of publicly-sourced investor money that can be lost per investment is high enough.

Our position is that equity crowdfunding is best avoided if the investor's objective is to make a return on their investment. Alternatively, investors could make an outright initial decision not to invest, and then look for convincing reasons that the opportunity is worthy of an investment.