UP062: Mainvest // helping anyone invest in Main Street businesses

Nick Mathews 0:00
When you have this open market that is able to come in and start investing in these businesses, and these are investors that 85% on average are within a five mile geographic radius of the business they’re investing in, one of the unique things that happens there is you’re moving the market validation phase for this business into their fundraising phase, like, far earlier in the process.

Jay Clouse 0:20
The startup investment landscape is changing, and world class companies are being built outside of Silicon Valley. We find them, talk with them,and discuss the upside of investing in them. Welcome to Upside.

Eric Hornung 0:48
Hello, hello, hello, and welcome the Upside podcast, the first podcast finding upside outside of Silicon Valley. I’m Eric Hornung, and I’m accompanied by my co-host, Mr. High Street himself, Jay Clouse. Jay How are you, man?

Jay Clouse 1:04
I’m great. I actually have not come across vomit in front of my apartment door in some number of weeks. But that’s probably due to spending a lot of time with friend of the podcast Mallory and not seeing my front door on the weekends as much.

Eric Hornung 1:17
Nonetheless, you do live on High Street, which is the primary strip of real estate in Columbus, Ohio. And you have quite the deal going on, don’t you?

Jay Clouse 1:30
I do. I’m here in the thriving heart of the short north, the Arts District here in Columbus, which has really been developing fast over the last several years. Constant cranes. If you listen to the podcast, you’ll probably often hear some sort of industrial or construction noise, large trucks backing up. I have a turntable here with — what do you call these, analog speakers?

Eric Hornung 1:56
Speakers.

Jay Clouse 1:57
Speakers. I have a turntable speakers here. And lately, because of the construction across the street from my apartment, there’s been a bunch of flatbed trucks bringing in materials. And these speakers pick up the ham radios of those trucks. So I’m sitting here and I’m often just listening to truck driver audio in my speakers. And it’s very weird and honestly never interesting.

Eric Hornung 2:19
What’s the least interesting thing you’ve heard?

Jay Clouse 2:21
I can’t even recall any of the things they’ve said because nothing has been worth remembering. It’s always just like, I’m going to take a left up here. I’m going to back up.

Eric Hornung 2:31
Does that…that’s it. Is that your truck driver voice?

Jay Clouse 2:34
It’s basically just like directional, like, heads up, I’m about to do this thing, and never like, Hey, did you watch the last episode of Twin Peaks? I just can’t figure out what’s going on with Special Agent Dale Cooper. I would love to tune into that conversation. So not only am I not tuning into the conversation, I’m just being given the conversation and it’s not that interesting. But here we are on High Street, which all of Columbus seems to be oriented around, besides the suburbs, and I have a pretty good thing going on here.

Eric Hornung 2:59
Would you say that High Street is the main street in Columbus?

Jay Clouse 3:03
I would say that high street is the main street of Columbus, yes.

Eric Hornung 3:08
Yeah, me too. It’s always buzzing. There’s just so much going on. Bars and restaurants and shops and I always wonder how all that gets funded.

Jay Clouse 3:16
Well, maybe we’ll have a little insight into that today, Eric, with our guest, Nick Mathews, the co-founder of Mainvest. Mainvest is building a new asset class of revenue backed securities in the small business space, allowing brick and mortar small businesses to access capital through local investment. They are a regulation crowdfunding intermediary regulated by FINRA, focusing on the brick and mortar cash flow generating main street businesses from a diverse set of industries ranging from restaurants to breweries to hair salons and escape rooms.

Eric Hornung 3:48
In the finance industry, Jay, we call that FINRA.

Jay Clouse 3:51
In the finance industry, the main-vest is Patagonia.

Eric Hornung 3:55
That was pretty good. I’ll give you that one, that was pretty good.

Jay Clouse 3:58
Mainvest was founded in 2018. It’s based in Salem, Massachusetts, and it’s raised $3 million to date from Layer Hippo, Rucker Park Capital, and the Uber Alumni Syndicate. Eric, Nick Mathews, is an early employee at Uber, or was an early employee at Uber, which is also an interesting sidetrack that we’ll try to keep from spending too much time on.

Eric Hornung 4:19
We probably will fail there. Uber Alumni Syndicate is going to be a very unique investor for this podcast.

Jay Clouse 4:27
We’d love to hear your feedback once we got through this interview. So you can tweet at us as always @upsidefm or email us hello@upside.fm as we go through. We’ll get into the interview with Nick right after this. Eric, let’s pretend that you’re going to take initiative and start a company. You following?

Eric Hornung 4:42
Uh, I’ve never done that.

Jay Clouse 4:43
All right, well, you help start the Up company here, so a little concerned.

Eric Hornung 4:48
Just kidding, Jay. Of course I, let’s, let’s pretend, let’s go down your hypothetical path.

Jay Clouse 4:53
And let’s pretend that you are trying to find some of the most talented engineers to help you get that company started. How many engineers do you think you know?

Eric Hornung 5:01
Not enough.

Jay Clouse 5:02
Not enough. And that’s why I would recommend you work with our friends over at Integrity Power Search. Integrity Power Search is the number one, full stack, high growth startup recruiting firm between the coasts. They partner with venture capitalists, private equity groups, and CEOs like you, Eric, to build amazing teams for the world’s most disrupting companies. If I’m hiring, if I’m trying to find good engineers, I’m not going to rely on my small group of connections. I’m going to go to a group like Integrity Power Search who has thousands and thousands of potential connections, potential hires for my company.

Eric Hornung 5:34
That sounds like enough to me.

Jay Clouse 5:35
Sounds like enough. Sounds like you’re going to find the best talent when you dip into a larger pool. They’ve executed more than 600 searches successfully, and they’re on track for more than 200 in 2019 alone. Their clients have collectively raised over $2.5 billion with a B, Eric, in venture capital funding and counting. So if you guys want to learn more about Integrity Power Search, go to upside.fm/integrity to get started with their team.

Jay Clouse 6:07
Nick, welcome to the show.

Nick Mathews 6:08
Hey, thanks for having us.

Eric Hornung 6:10
On upside we like to start with a background of the guests. So can you tell us about the history of Nick?

Jay Clouse 6:15
The history of Nick. Nick grew up north of Boston, Massachusetts. The majority of Nick’s adult life was spent at a company called Uber. Really, my background, you know, I was a poli-sci major at UMass Amherst, ended up pretty much right out of college being out in San Francisco for a summer experiencing this company in a unique way where, I think it was at a bar on a Saturday night, it was like 2am and some guy that just, like, looked like the kind of guy that was not, like, a nice person, like, shorted out of the barn into a black car. And I was like, Who’s, who is this guy? Why is he getting into super fancy car? And had learned about Uber kind of through that. And a week later, had some conversations and ended up going back to Boston, where I’m from, to launch Uber in Boston, and spent the next six and a half years there. And then after that, left Uber to really to, to start this. That was kind of the plan. The history of Mainvest, I think, starts in 2013. And really when we were looking at like suburban expansion through major metropolitan areas, and I was kind of being in charge of looking at, like, Worcesters and Salem, Massachusetts, different places, and trying to figure out you know, we know this works in a densely consolidated metropolitan area, but what are the factors that can play both on like the supply side for driver acquisition, on the demand side for like rider value with, you know, how much liquidity in the marketplace do you need to have that. But kind of in looking through that, really drove down a lot of innovation, like economic development rabit holes. I mean, when looking at like a Worcester or Lowell, Massachusetts, areas that, you know, kind of experienced this economic distress and a lot of it around like, manufactoring, being moved overseas, there’s a lot of, like, we call them mill towns up here. And then also around the shipping and transportation side, you know Wocester used used to be a hub for that. And you know, as it moved — because it was a trade location — and as a lot of transportation moved from rail to rubber with like trucking industry, all these different things that affect that. And it was kind of there that I saw this massive challenge that just didn’t seem to make sense around access to capital for small businesses. And looking at the kind of, like, cycle of why it’s different now than it was before, you know, you had this, like, the traditional model for small business accessing capital is usually a term loan structuring through an institution, local community bank, or Bank of America, depending on the size, and it’s heavily collateralized against, you know, personal assets for a new company to go in and do it or you have to have multiple years of revenue history. And what happened it looked like was like in, you know, around 2010, there was a financial collapse and the number one collateralizable asset for these things was home equity. And as that asset became volatile, small business lending dried up. And then even though the housing market did eventually recover — knock on wood on how things are going in general right now — the other thing that changed the profile of a person that is starting this business, people are buying houses much later in their lives, and you know talk about student debt and all these different things that kind of lead to that. So it just created this unique kind of gap in this market that was limiting economic growth on a local level in these areas.

Jay Clouse 9:37
Hold on, let me, let me go back a quick second first. Talking about the history of Nick here and you see this angry looking guy get into a black car, and that’s how you found Uber. Did you follow him into the car and that turned out to be Charles, Travis Kalanick or something?

Jay Clouse 9:48
No, no, there was a guy Travis and like ryan@uber.com test emails that were sent that started those conversations.

Jay Clouse 9:56
Oh wow.

Nick Mathews 9:57
Tried to fast forward past the Uber and kind of get to what we’re doing now, but happy to dig into parts of the time if you’re interested.

Jay Clouse 10:05
Something you touched on that seems, seems relevant. It sounds like you know, you said you were starting to look into some of these suburban areas and that was part of your role at Uber. Can you talk just a little bit more about what your role at Uber looked like over the course of six years when it started and sounds like pretty early on the company’s history?

Nick Mathews 10:22
For sure. Yeah. When we started, it was to launch Boston, it was our fifth market. You know, I was really on the demand side of communications to riders, rider acquisition. We scaled that team over the course of the next like three and a half years to, you know, our Boston office in like 2015 or ’16 was 80 people or so, I, my team was like 12 to 15 at different points. And really focused on that, but we expanded from just downtown Boston to really all New England. And at that point, I had moved down to DC where US operational headquarters is and moving into the US and Canada business development role around like entertainment venues, sports, that kind of space where you know, you had this unique challenge we it was designed very well for these kind of urban, urban settings. But when you have a location that’s really designed to bring a bunch of people there, have them stay there for four to six hours and then leave, we kind of had to retrofit the app to fit that and work with a lot of these different groups around really taking an operational forward plan to allow for Uber to make sense and work there, reduce drunk driving. And through that operation plan, like doing the operational side was to make it a reliable service, we were also able to kind of work with them on some of the marketing side stuff, you knkow work with like the Patriots and Jacksonville Jaguars, like a lot of the sports entertainment venues where, because we were able to kind of take this approach of coming in solving a bunch of operational problems, we were able to kind of access the sponsorship and marketing aspect of it without…at a much lower cost and in some cases, they’re negative costs than then if we had just gotten from the start, you know, signed to a million dollar exclusivity deal with the New England Patriots.

Eric Hornung 12:08
Guy from Boston bring up the Patriots. I think we’re less than five minutes into the conversation here?

Jay Clouse 12:13
It’s funny because I…the one part of Boston culture that I always felt like allied from, I’m not a huge sports guy. And so it was very unique that I was in that situation and talking, you know, when we had met with the Crafts, like, early on and talking about, I use that, because I was from Boston, that was one of the first cases that ended up being probably replicated 40-60 times across the East Coast. But, um, I just felt like very disingenuine and tried to, like, talk about it would be excited. Because like, you know, I enjoy the sports with friends kind of thing, but like, I was never like the numbers guy like, you know, I don’t have a Draft Kings kind of thing.

Eric Hornung 12:50
So when you’re launching the fifth Uber market, I imagine that’s a very different experience than the people who launched the 150th Uber market. Who are you relying on? Like, were you talking to the other five markets about what was going right or wrong? Like, how are you figuring this all out?

Jay Clouse 13:06
Yeah, I mean, we were definitely figure it out in real time. And I would say for that first kind of year and a half, two year period of Uber, the best relationships were like the market to market relationships with your peers and colleagues. And it really was, it was like a very collaboratively competitive environment, you know, where everyone was kind of trying to figure out all the different ways that we can kind of bring this to people and have them understand this really new thing. You know, if you look at smartphone adoption back in 2011 compared to now, it actually, smartphone adoption, that curve really was cross the chasm in that phase. And so getting people to see the value be able to click a button, get a ride on demand, you know, it was, it was unique to think about it at that point. That was almost hard to even think back to that when people just had no idea what we were. And working with all of the peers in these other cities, that was a very strong network that has been maintained to this day.

Eric Hornung 14:02
You’ve been part of what is potentially the highest growth startup in the last decade. And you were an early employee there. So I would imagine that you didn’t have to go and start a company. What makes Nick tick that you decided, oh, yeah, I’m gonna go found a company?

Nick Mathews 14:20
It’s funny, because like, I kind of felt like the other way around where like, I have to go start a company. You know, the idea around that experience and those learnings that really made up the majority of my adult life to this point, there was this sense of, what is the actual value in that if, like you don’t apply it to something. And you know, I had the firm conviction for the majority of my time there, especially the earlier time there. We were a very mission driven company. It was hugely inspiring. Without even thinking about it at the time, there was a massive economic development component, job creation, you know, creating these new opportunities for people to, in their free time, increase their income, using our asset they’re already, like they already have it aand like is a fixed cost asset was really inspiring. And on the brighter side, it was just simply a better product that the products that currently existed. You know, the implications around reducing traffic through carpooling, the idea of drunk driving dropping precipitously in cities when Uber came to those cities, like there were there were some really, really good things we were doing. And we’re also learning a lot to that point of being one the fastest growing private companies of all time. It was definitely a roller coaster. And again, it kind of gets back to developing those learnings. And as we were kind of going through that, that 2014 period when we’re looking at the regional expansion, seeing that a lot of the economic development rabbit holes, that access to capital, like that was like, it went to this question of, well, why can’t people just invest in businesses, right? And there was a stopping point upon like further exploring that with these credit investor regulations like part of the Securities Act 1934. A lot of that actually, I think, tied into fraud around like mineral rights, like there’s, there’s oil and gold and those hills, sign this thing. And they were like, we have to find a way to create a framework for investor protections. And they did that in 1934. And a lot’s happened since 1934. So maybe, maybe they needed to be revised. But that was kind of a stopping point. And the idea was just percolating in the back of the head. And then when I was, I had moved down to DC, it was right around December 2015. During that time there was right when the regulation crowdfunding regs JOBS Act Title III was on the floor of the House and the Senate being accommodated on. And saw that…I guess, to back up a little bit. The impetus for the JOBS Act was, I think Uber has a little bit to do with it, ironically, but looking at this massive amount of wealth generation that was coming out of Silicon Valley limited to only accredited investors and retail mom and pops didn’t have access to that and that combined with the fact that access to private capital, like private equity venture was really, you know, flowing over that , you look at like SoftBank, like Saudi investment into US tech. And it allowed these companies to continue to capitalize on the private markets and elongate their cycle before a potential IPO, which then by the time they IPOed, you know, the majority of that early risk and upside was limited only to the right investors, which is around 7% of the population, but even more so with like an Uber and Airbnb, to like the fractional percentage of people that actually have access to the deal flow for that. So, you know, the heart of the regulations or the spirit of them was creating a regulatory framework to allow for non-accredited investors to begin to access these different asset classes really focused on like the early stage startup side. And so, if you look in 2016 and all like the bi-lines, like what it kind of first came out, you know, it was always described as equity crowdfunding. But in reality, it’s not, it’s securities crowdfunding. And we can kind of get to why that’s important in a little bit. But in kind of looking at the regulations, it was, wait a second, like, does this solve that problem on that side of the marketplace that would be able to create a framework to better allow small businesses to access capital? And that really was the tipping point for Mainvest being accepted.

Eric Hornung 18:21
Let’s let’s go into that a little bit deeper. Why is it important that’s different between equity crowdfunding and securities crowdfunding?

Jay Clouse 18:29
Well, so I think, you know, really, the regulations were designed around early stage startups and you know, high growth companies, like that was kind of the impetus for them. But because of that, itas described as equity crowdfunding. But a small business, you know, isn’t going to raise an equity round. There are like challenges that. Small businesses aren’t trying to become hundred billion dollar institutions, like there are people that are just starting great community businesses, like the text was the form of the cornerstones of mainstream and, like, around like, local economic development engine, you know, having a strong ecosystem of local amenities-based businesses is one of the first steps to driving, you know, larger company investment into an area, like making it a livable place that people are enjoying and want to go to and really that sense of community, which is important, but they’re not going to raise a priced equity round, they’re not going to IPO, they’re not going to get acquired in most cases. They’re looking to generate capital as a cash flow business, make money, provide jobs to people in the community. And I think that was kind of the…people didn’t seem to be seeing it for that, but the fact that it allowed that was kind of the gateway to figuring out a way to build this product.

Jay Clouse 19:39
So help me kind of close the loop on timeline here. You said you started to see some of these community development rabbit holes in 2013. You moved to DC in 2015, the JOBS Act was starting. When did you finally put your chips down and say, Mainvest is going to happen? And why did that moment happen?

Jay Clouse 19:57
So I knew Mainvest was going to happen from middle to end it 2016. I left Uber in February of 2018. That period in between was, you know, that still working for Uber, we’re trying to do the best I could, as the company grew from, you know, 30-40 people when I joined to run 20,000 people in like 2017. It was kind of a different world. So it was really, in a way, unpacking and separating, we realized that this was what we wanted to do. And it was at that time I reached out to a college friend Ben who ended up bepcoming cofounders, he’s the CFO. He had a finance track. After college, he had gone to a boutique valuation firm that was doing small business evaluations and then ended up at Grant Thornton, which is an accounting firm but leading evaluations team for complex debt equity. Super relevant, very, very coincidental. I had, when I had initially talked to them, it was like, I hit a stopping point on my knowledge of the finance space, and I needed someone that I trusted, who was expert. And so it was really just, I remember the first time we grabbed lunch, and I just had like a legal pad, and I just made him not stop talking for like, two hours. And he missed the meeting, I felt bad about that in hindsight, but just better understanding the space and then over kind of the next year of talking through it, you know, I think I kind of accepted him. And he was like, we got to do this. Yeah, February 2018. I left Uber, I think he left Grant Thornton in April of 2018. We worked with our other co-founder, Felix, who I met down in DC, built out the MVP. It was a unique situation where you think about being able to like beta test the core, core part of like an early stage startup, but you can’t really beta test selling securities in a heavily regulated environment. So in order to get the approvals, you have to build out fully regulatory compliant products, which we with our co-founder and CTO, Felix, did from basically March to June of 2008. We started the approval process in June, we were approved October 15. And we launched October 27.

Eric Hornung 22:07
So in your words today, what is Mainvest?

Jay Clouse 22:10
So Mainvest is an investment marketplace for communities to invest in local businesses in those communities and for small businesses to be able to raise capital that really works for them by raising it from people that are actually going to be consumers of that business, able to like, participate and act as like evangelists for that business to allow it, like, small businesses in that crucial first year, there’s usually that is usually most challenging year to have something they’ve never had before, which is true aligned buy-in from their local community.

Eric Hornung 22:41
I think people throw around the term small business a lot. But can you help give us a little bit more definition around what that is on the Mainvest platform and what you’re seeing? Like, what percent is restaurants, what percent is services, what percent is…just kind of a little bit more insight there?

Jay Clouse 22:55
So I think the way we think about small business is really when it comes mindset and in this sense of brick and mortar business to consumer providing, like services in the sense of, you know, not like an accounting firm, right, but more as like restaurants, breweries, yoga studios, hair salons, the types of like amenity based businesses that do form that cornerstone of like a main street community.

Jay Clouse 23:20
So can you give me a very, like, tactical example? You launched last year in October. What is a business that is use the main best platform and what has that case study evolved into?

Jay Clouse 23:31
Obviously a few different examples we can use. But one of our first businesses that I was super excited about was a business called the Plan, which is a hair salon opened this June in Holyoke, Massachusetts. Holyoke is what’s called like a, it’s one of the 26 gateway cities, or and in fitting that kind of foreign narrative around cities that had kind of the economic distress cycle from a mix of like manufacturing challenges over the last like 30-50 years and are kind of in this economic upturn. You know, the plan was two female co-founder that were able to raise the $80,000 they needed to launch their hair salon. You know, they had been stylists working with other hair salons for seven or eight years. Each, you know, they had experience, they had a great local following, but they weren’t able to raise from like traditional institutional finance because it was a new business. They didn’t have a house to collateralize, they, they didn’t fit the model. But outside of the model, it was a great community business that we were able to empower and since they raised, you know, they did exactly what they said they were going to do and I’ve watched this beautiful, you know, hair salon in downtown Holyoke. Mayor was at the ribbon cutting ceremony, being kind of used as a case study for the revitalization of Holyoke and that was a super exciting example of like when we when they got successfully funded — and they were one the first business that did — we knew this was going to work.

Eric Hornung 25:02
So these investments aren’t collateralized, or how do these investments work from a security perspective? They’re not equity, they’re not collateralized debt…

Nick Mathews 25:11
They’re debt.

Eric Hornung 25:12
They are debt.

Nick Mathews 25:13
They are, they will be classified as debt. And, you know, we, in designing this — and this is where I’ll say, I think Ben, with me talking about, like, the design is a disservice to Ben, who was so instrumental in this process and truly couldn’t have done it without him — in looking at how to structure an investment that made sense, you know, when you think about like, complex that in equity investments, it’s all about, like, finding ways to align incentives. And a traditional term line coming from one financial institution isn’t really an aligned incentive. It’s more of like a, all of the leverages in that institution, they have to make sure that if the business fails, they have a path to return. When we looked at this, like, we had thought about just doing term loans, but they don’t, they don’t align incentives in a great way. And so What we did was we kind of built out, we call it the evenue sharing of revenue participation note, which is a debt instrument that’s designed to allow a business to repay investors through a percentage of their gross revenue generated over a period of time up until a certain amount past the principal investment amount it’s in. And so you know, when you invest in a company on Mainvest, as they generate revenue, you get a quarterly repayment up until your principal plus a return beyond that principal. It’s over usually a four to six year timeline.

Eric Hornung 26:31
What is like an IRR or a return percentage look like in a range? I know you can’t guarantee anything.

Jay Clouse 26:38
When we look at it, we want to target somewhere between 8 and 25% IRR for the asset class as a whole. And I think where it rests on that spectrum is a mix of analyzing risk and pricing based on risk. But also like understanding this new market where you’re able to open up this asset class for investment to 92% of the population, 93% depending on which study you look at, that previously was not able to access it, and when you have this open market is able to come in and start investing in these businesses, and these are investors that 85% on average are within a five mile geographic radius of the business they’re investing in, one of the unique things that happens there is you’re moving the market validation phase for this business into their fundraising phase, like, far earlier in the process. Whereas with like an institutional bank loan, you can collateralize, you’ll get money, you go and then like, hey, do people actually want this? This allows kind of consumers to vote with their wallets, and, you know, they’ve really democratized the process to bring businesses that people want in the community. And so when a business raises $100,000, and it’s from 90 to, like, 130 people in that community, that business is getting that market validation as well as when they open their doors having kind of an early adopter base that will serve the business and is incentivized to because, you know, though, that their total return is capital certain dollar amount, the faster and quicker that business grows and accelerates their revenue, the better IRR the investors actually get.

Jay Clouse 28:08
I’m going to chime in here on behalf of the listener who doesn’t know what IRR is. Eric or Nick, can you explain what that metric means?

Nick Mathews 28:16
Sure. So IRR is a finance metric for basically evaluating like a rate of return in thinking through, like, an annualized, how much are you getting back for the amount of capital that you’re putting in. And so, you know, we we tend to, in communicating, move away from IRR because it’s, it’s challenging in the sense of, it’s floating constantly because it’s based on the revenue quarterly generated by the business. So, you know, if a business hybrid accelerates their revenue beyond their initial projections, that IRR spikes aggressively. It’s kind of like a, a win-more case for both. In a situation where investors are getting a higher return on IRR than initially expected, it’s because the business is crushing it. But what’s also very excited about that security is it helps businesses account for, like, in a point of seasonal downturn, rather than paying a fixed monthly rate, like they are able to, they’re paying back a smaller percentage of less revenue generated, which allows the business to kind of weather storms and stay afloat and still be like providing liquidity to their investors.

Jay Clouse 29:22
So if I’m the plan in Holyoke, and I’m doing one of these fundraisers, what is the message to prospective investors about why they should invest and what they should expect to get as a return if they are not familiar with IRR or some of these metrics?

Jay Clouse 29:37
For sure. And that’s where I think with the revenue sharing note, the way to think about it really is based on like the cap. And so, you know, for a business, they’re like setting their securities for like, we’re not a lender, like we’re not actually setting the securities for the business. The business is able to structure kind of however they want and see if the market is willing to invest at whatever price that security is. But in communicating it to investors, I think the core thing we focus on is the cap. And so for a business that is raising $100,000 with a 1.5x cap, you’re investing whatever your percentage of that hundred thousand dollars is, and say it’s 1,000, like, you would expect, if the business is successful, to receive a total of $1,500 for your investment, and the time in which it takes for that to happen is based on the performance of the business.

Eric Hornung 30:26
What’s the average investment size?

Jay Clouse 30:28
Average investment. Mean investment size is around like 1,300 right now. It’s gone up, it was like, first six months or so, itt was around 800. So it’s growing. But I think it’s important to think through is a, it’s not a bell curve, it’s definitely a barbell, right where, you know, there, if we look and try to generalize — I would never generalize our investment base, but like, if we were trying to get break them down, there’s really two sides, and I jokingly call it, like, there’s the Bank of America and the Bernie Sanders. And you have, you know, people that are, they would donate If it was a Kickstarter, they’re like really just like small cap amounts supporting the business getting pleasantly surprised when they receive a return. And there’s a larger percentage of smaller cap investments there. And on the other side, I think really what kind of drives the large cap check size is, like, the financial analysis being done, the investors, they’re looking at it, primarily, as an investment mechanism, and secondarily, as the feel good ability to actually, you know, invest in a local business, support that business, and also, you know, have some semblance of the ability to affect the outcome of that investment. You know, when we hire a new employee, and we buy them MacBook Pro, like I’m not running to the check the apple ticker to see what I did. But when you have these small businesses that the incremental value of a coffee shop having 100, 150, like community members invested that are buying one or two coffees a day from it, or one or two coffees a month, at that small scale, like , what these businesses are doing, that’s a massive, massive growth.

Jay Clouse 30:56
And so to repeat some of this back to make sure I’m understanding, when I invest into a company using the Mainvest platform, it’s not like a Kickstarter or a Wefunder where I’m getting any type of rewards based return. It’s purely financial. And that’s, that’s number one. Am I understanding that correctly?

Nick Mathews 32:21
I caveat it with businesses have the option to also have perks, but the primary reason for investing is a financial return. And also you, you looped Wefunder in with Kickstarter, Wefunder actually is equity crowdfunding. So when you’re investing in Wefunder, you’re getting, not to give them a shout out, but you’re getting security, not like a t-shirt.

Jay Clouse 32:42
And then second, second part of that question. So you have these people who may, you said at one of the barbell, who may invest in a Kickstarter if this company was using a Kickstarter, and then you have this this other end of the barbell, that is people doing financial analysis, seeing this as, like, a real investment opportunity, that’s a good return on their money. That class of people, are they pulling out of some other investment bucket to use Mainvest as a platform? Like, what would they be doing if not for Mainvest?

Jay Clouse 33:10
So I mean, that’s a great question. As we continue to grow, and very excited to start looking at understanding some more of the motivations there and, like, where it’s something that it’s a diversification play. We know that is for some investors, there are investors that come on in like, are really using this to build out a portfolio of this asset class of revenue backed securities on a local level. Some of them are investing in, like, particular businesses, whether it’s from a personal relationship with the business owner, and this is a way for them to do it where you know, without this regulatory framework, they might be well off and financially solvent by any traditional means, but like the accredited investor regulations, they don’t happen to have a million dollars in net assets, excluding their primary residence, right? Maybe they’ll have $700,000, but they can still, they should still be able to invest in a great local business they can support. You know, that’s where I think what’s really unique about this in thinking about the structuring of these asset classes, and you take the small business market in the United States, this is, again, depends on which study you look at, but it’s like 50 to 60% of the US population is employed by or are owners of small businesses. And it’s just incredibly fragmented and scattered. And so creating this opportunity and bringing in all of these businesses into this platform where people can actually look at this previously unacceptable fragmented asset class and be able to, you know, make investment decisions and like scale and diversify into it is usually compelling.

Eric Hornung 34:41
So your background with Uber was on the demand side, you said. How do you think about attacking a market from a demand side when there is this kind of barbell?

Jay Clouse 34:50
Honestly, like, we really think of it more on the supply side, you know, where the best way to drive increased demand is to have a large amount of high quality small businesses raising capital and having that, like, supply liquidity that creates options, that optionality is what, like, allows people to come into the office, maybe I wouldn’t invest in a brewery, but suddenly there’s a hair salon, I’m interested in that or like there’s a yoga studio in Newburyport, Massachusetts, like, I’d love to invest in that. And so supply liquidity has really become the largest driver for demand liquidity, and the quality of supply and the performance historically of the asset class, historically being about a year, being, you know, exactly what it says it is, has been really our biggest driver for growth.

Eric Hornung 35:35
And how do you think about the health of balancing that supply and demand?

Nick Mathews 35:40
So, again, I think that bringing a business onto the platform, that business, it’s not like you just set it up and they walk away for 60 days. These businesses are going out to their community and raising the capital and, through that, getting, you know, getting that market validation, getting that buy-in and also getting the word out that they’re, they’re coming. And when investors are coming in through that, they’re getting their repayments facilitated through the platform. They’re staying on the platform. And that’s kind of what we’ve seen is the biggest growth driver, is like people are coming in for business, they’re being introduced to the platform, they see more businesses come on that they want to support. And that drives reinvestment.

Jay Clouse 36:16
Now a year since launching, what have you guys learned that is surprising and maybe counter to your assumptions? And what have you learned that completely confirmed your assumptions?

Jay Clouse 36:27
One of the things that we didn’t really anticipate — I wish we could have said we did ahead of time that has been fantastic — is the way that the liquidity is structured for these investors where, you know, when you invest in equity, you’re like looking at like maybe six to eight years from now that will provide a return. The quarterly repayments bringing investors back to the platform has been like this massive driver for us, where it’s like, you know, we were able to literally put the money where your mouth is and show that you might be investing in good faith for your first time in business, but as you see those returns come in, like really legitamise…, legitimate sizes… legitimizes the platform. And I think that we came into it with a real, this idea was built off of a framework of economic development. And this idea of, like, what happens when you’re able to take 90% of investable income that previously wasn’t able to be brought into a community and open up that investment into these businesses with like a true market driven approach that has all of these like value synergies around, moving market validation early in the funnel, creating a cohort of loyal people, it’s, it allows communities to actually take more control and build their, their communities themselves and feel that sense of literal ownership. And that, like, that core thesis that was kind of what brought us there and like seeing that, like, this is yes, we’re a company, but like this is a massive amount of like social economic value that can be created in a locked. That thesis has been proven tenfold in the last, you know, six months and we’re feeling pretty good about it.

Eric Hornung 37:57
Are you seeing people who invest for the first time invest a second time.

Nick Mathews 38:01
Yes. And I think that’s, again, in talking through, like, when you’re looking at the supply vs demand and how to think about the growth of marketplace, the best way for this marketplace to grow is for businesses to get successfully funded, and those business perform and provide returns in the way that they were going to do it. What we see was…early on, we had launched with like four or five businesses in October and had maybe seven by January. What we saw, even with that the extremely limited amount of supply liquidity was, like, a reinvestment rate of 9, 8 or 9%, where people that invested in like the first cohort of businesses as it were, an 8 or 9% of them reinvested in another business. And they might have been brought into that first businesses as like an uncle of one of the founders or you know, a friend in the community. But seeing, as they got introduced to the marketplace and saw these other opportunities and reinvested in them, it was just hugely compelling and validating for us that you know, people come in for business, but then see what this is, and you know, it does provide value on both sides of the marketplace. There’s a massive amount of social economic impact that can be unlocked here. And they’re sticking around. And I think since then, like the reinvestment rate, I think it’s gone up to like 18, 19%, the last time we pulled it was like, a month and a half ago.

Eric Hornung 39:20
How many business opportunities have flowed through the Mainvest platform? And how many communities are you in right now?

Jay Clouse 39:27
So, you know, I think like, we’ve got 16, 16 or 17 live right now. We’ve gotten 15 plus successfully funded, I think around 6 or 7 over the course of the year have not been successful, I think we were running an 85% success rate. And in terms of geographic communities were heavily focused on Massachusetts and slowly starting to creep out into New Hampshire. We have an opportunity in New Hampshire that was successfully funded, a second one on right now. We had one in New Haven that successfully closed last week. Went down to Rhode Island that we launched about a week and a half ago. And really just kind of experimenting with this idea of, you know, as we continue to grow and scale, like, knowing the importance of locality for this, like, what are the lever to pull? And like, how do we really figure out the most scalable and sustainable way to grow it organically and start to engage with different communities at different levels to bring more business in.

Eric Hornung 40:22
What’s capacity look like for inbound? Like if someone was like, hey, I want to start this small business in Duluth, Minnesota. Could you guys do that right now?

Jay Clouse 40:31
So we could, and we’ve gotten a lot of those. And we kind of, we are staying regional to regional right now. So you know, we’ve had to pass on a lot of great business opportunities, and we do our best to navigate them to other options, just because we don’t want to, like, put something up in Seattle without the ability to really support that business and put the breadth of our platform behind it as well. That’s where in thinking through like the semi regional aspect of it, you know, I think we are live in New England is the way I like to say.

Jay Clouse 41:02
What does onboarding or, you know, getting a campaign live look like from your team? How long does that take? And what, how high touch is that?

Jay Clouse 41:09
It’s definitely very different business to business. And you know, at this point, I think we’ve had a business that, from first conversation, had them live in seven days. We’ve had businesses that we talked to in like, October, November of last year, that came to us in July, and we’re like, Hey, guys, like, you know, we wanted to really figure this out, but now we’re finally ready. So I would say it’s incredibly varied, really dependent on, you know, the entrepreneur and the stage in which they come to us versus their readiness to get going.

Jay Clouse 41:44
What is the biggest driver of being able to get going quickly? What does a team have to have ready to do or be able to do quickly to hit that like seven day mark?

Nick Mathews 41:52
The most important thing is financial projections. And, you know, we’re not a lender, we’re not doing a traditional underwriting process in that sense. But we do, I think we have a moral commitment to investors that, like, we’re not going to put a business on the platform that we don’t believe has like a clear path to success, not their guarantee to succeed, obviously, but I think one of the best drivers for identifying that is projections, I’m using an example, there’s a natural grocery store that had come to us a month ago that we’ve been kind of reviewing and, and looking at the projections, you know, they’re projecting a profit margin around like 40%, which is two standard deviations away from the way most natural grocery stores would work. So that’s something where, you know, they were great entrepreneurs, we’re likely going to, in the future, be able to bring them on the platform. But there’s a step between now and then. And that’s, again, going back to kind of having this all rooted in economic development. We’ve developed great relationships with regional and municipal economic development agencies with nonprofits focused on small business education and technical assistance like He For All in Massachusetts in the SBD small business development centers that are regional for us. And when we see these amazing entrepreneurs we’re like, you know, now we’re not quite ready, you guys might not have great weather, we have a great resource in the sources to navigate them to, to empower them. And the happiest moment will be a few months from now when they come back to us when we look and are like, this is a great opportunity, we’re excited to bring this on the platform. Let’s get another natural grocery store in a market that doesn’t have it.

Eric Hornung 43:28
How does that scale? How does reviewing businesses and essentially doing due diligence on their financial metrics and models, how does that scale?

Jay Clouse 43:37
It actually scales pretty well. In terms of talking through the that financial projection model, you know, you can, it’s a relatively quick process and can also be very easily productized when you can take all of these different, like, by category industry standards for the asset class because breweries, yoga studies, like these categories have like traditional historical performance, like, metrics. And so being able to kind of plug in those projections against those and see how they fit, being able to plug in historical financials against the circle financials for the category really allows us to productize and scale the diligence process without risking lower quality investments.

Eric Hornung 44:18
How does the reporting work on the back end? So they make the investment, it’s very successful, and now there’s quarterly reporting. Doess that go through Mainvest? Or that…

Jay Clouse 44:27
So every quarter they upload their historical revenue for that quarter. We, the product basically pulls out the pro-rata percentage that can be distributed to the various investors on the platform and pulls it from the operational bank account directly through the ACA trails into the investors’ bank accounts. And at the end of the year, we match up the reporting against the federal and state tax returns that the business provides as profits metric.

Jay Clouse 44:53
What’s the Mainvest model? If I’m raising money on the platform, how does Mainvest get paid?

Jay Clouse 44:59
We have a very l;ive model for small business success that was very intentional where we have a one time fee when we, where we generate revenue, which is upon a business successfully closing around, we take a 6% on average – I say on average, but 100% of the time it’s been 6% — 6% revenues sercurity fee for the business simply raising. So for a business that comes in to the platform that goes on, ends up not having the market product, product market fit, not having the validation, not getting there, there’s zero cost to them. And that’s hugely important to us, because really, the last thing you want is for someone to walk away from Mainvest $2,000, $5,000, behind where they were when they started.

Jay Clouse 45:39
So if you guys have this ongoing reporting, that happens as the business closes annually, and I assume that would happen some number of years after a successful close, how do you guys think about the ongoing sort of maintenance to that account after you’ve kind of captured your fee? Or is that all automated and it doesn’t matter.

Jay Clouse 45:57
A lot of it is heavily automated, but it definitely does not matter. And I think you view it as maintenance, we view it as this massive opportunity to like really be with these businesses through the extent of their life cycle. And being able to provide resources to businesses at different points, the learnings that we have from bringing this heavily fragmented market into one place, and starting to see some of the opportunities around, you know, when you have 40 local coffee shops that are all on the platform and able to kind of have, like, founder networking with these promoters, have a support group, is immensely valuable. But there are some secondary things that come with the ability to bring that class together around, like, collective buying power for different products across these different categories to allow them to compete with institutional players on a macro level while still being local.

Jay Clouse 46:45
What is the opportunity or appetite for, as you guys at the platform grow and you see more of these businesses, you’ll probably start to be able to create some of your own models of like, what looks like a good investment at this 1.5x cap. Does the Mainvest platform or team ever invest, or plan to invest in the companies themselves?

Nick Mathews 47:04
We do not. The general reason is regulatory. You know, as an intermediary, like we can’t, even if we wanted to, invest in the businesses. I think the opportunity there is really around, you know, starting to, down the line, be able to work with a lot of the institutions, like profit organizations, around creating funds to better distribute capital to small businesses at rates that make way more sense for those small businesses. And I think that’s where, you know, as we get more gated, like, like to see like the continued performance of the asset class, right now, it’s, it’s looking pretty good. Really, the most exciting challenge for us is this re-education around these stigma of like 99% of restaurants fail. Like that’s, that’s definitely not true right now, but that’s kind of the way people think about it. And so, again, being able to put the money where your mouth is and put the stats behind it to kind of educate people on, like, how amazing this asset class is, not just from the actual financial opportunity, but for the impact that it has on kind of playing Sim City in these communities and having communities really have that alignment centered around ownership, that’s the model that we’re most excited about.

Eric Hornung 48:13
Alright, well, this has been awesome, Nick. If people want to find out more about you, where should they go?

Jay Clouse 48:19
I mean, you can find out about Mainvest at www.Mainvest.com. You know, on that platform, if you’re a business and you’re interested in raising, please just schedule some time. Like we’ve got a bunch of great people that are really, they’re here to help. And on the investor side, you know, if you want to start evaluating this really unique new asset class of opportunities, see the past ones that have been successful, see what’s currently out there. We’re constantly adding great businesses, strong entrepreneurs, and love for you to take a look.

Jay Clouse 48:49
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Jay Clouse 49:30
All right, Eric, we just spoke with Nick Mathews of Mainvest. Where do you want to start today?

Eric Hornung 49:34
Let’s start with the founder. I think he and his experience lay the foundation for the things I want to discuss later in the deal memo. So my first takes are that the Mainvest business model is predicated on the ability to roll out multiple cities across the country. Nick has potentially the best possible professional experience in doing that, being the lead of the sixth city to launch for Uber. I think he’s incredibly smart and thoughtful in an industry that’s regulated, which, again, I’m going to draw comparisons here to Uber, I think it’s a very similar go-to-market business model that he probably learned a lot from, as he heads into a more regulated industry of Mainvest. So overall, I think he’s the right type of founder for this type of company. What were your thoughts?

Jay Clouse 50:28
That’s interesting. His his background is very rare in particular. I agree with that. And I think that can serve him very well. Theoretically, I’m interested to see if the Uber playbook of launching cities proves out to be a truly repeatable model for companies down the road. I think we’ve already seen that a lot of companies try to do that. And we talked to Summer Crenshaw in Cincinnati in our second version of the Update, and she talked about how they’re going city to city, and that the Uber model was tough fr them, because it’s a very capital intensive model to hire city launchers and then just sprout up teams of five or however many and put a bunch of money into marketing quickly and getting both sides the marketplace. It worked. And it’s worked for some other companies as well. I’m intellectually curious to see if that plays out to be a tried and true playbook that works for all businesses. We’ll find out but certainly has better experience than anyone else who doesn’t have any experience doing that. Far better.

Eric Hornung 51:29
I think that, and I want to get your take on Nick as a founder in a second, but let’s talk about the go-to-market strategy here quickly in the business model. If we’re going to compare Uber and Mainvest, which I guess is something that this interview set us up to compare, Uber is similar to Mainvest in that the demand side of the market signs up once and then they can access it in any city that Uber is present. Same with Mainvest, they sign up once they can access it anywhere that Mainvest present. The difference is that with may invest, you can sign up once, and then at any time access any of those sub markets, whereas with Uber, you physically need to be in one of those markets to access it.

Jay Clouse 52:10
Yeah, yeah. I think it’s I think it’s a different product entirely. I mean, Kickstarter didn’t go city to city. Neither did AngelList or anything like that. So I think it’s I think it’s totally different. His background that I think is even more relevant and interesting is what he kind of kept referring back to of, as I was exploring these different areas in Boston, I kept falling down these loopholes of economic development and what it looked like and getting frustrated by what was there and what wasn’t supporting the businesses there. It’s clear that he thought about this business for literal years before actually getting off the ground. And I think that’s a really good sign of him as a founder of being problem obsessed, as opposed to solution obsessed or purely opportunistic. It’s clear that he very much fell in love with this problem.

Eric Hornung 52:56
I would agree with that. I think it’s a problem. I don’t know how much of a problem it is, and that’s probably a shadow I have in this space. So I did a little bit of research, and I found that small business loans according to the Small Business Administration, as of December 2015, so this is a little bit old data and I couldn’t find the newer report, but small business loans totaled $436 billion. Of that, $131 billion are for less than 100,000, and $304 billion are for between 100,000 and a million. That means that the market size four Mainvvest is gargantuan.

Jay Clouse 53:40
very large. And what’s interesting to me, I hear what you’re saying. I feel like the market they’re serving are the people who are not getting those. And what is the proxy for how many businesses are failing to get SBA loans or don’t know how to apply to them or something like that, because I think the opportunity here, there’s, there’s definitely probably a lot of overlap. But having this as a new and different financing option just creates more access for people who, for whatever reason, can’t or aren’t accessing the SBA loans, or small or, you know, Small Business Banking loans.

Eric Hornung 54:15
I agree that it increases accessibility. I also think that it incentivizes owners differently. And I think that owners would prefer this over a million dollar bank loan on their books. So I think that the market is large. Regardless of what percentage of individuals don’t qualify for an SMB business loan, there is going to be a very large market for starting up these type of companies. And I think that when we look at the market opportunity, it goes into my third bucket of it’s very, very, very big.

Jay Clouse 54:49
And I know their focus is on mainstream businesses. And that’s what we’re already saying is huge. To me if this is a financial product they can offer to any entrepreneur, they’re entrepreneurs in different categories, I think would be interested in this. Even me as a bootstrapper. If I’m coming up on a tough quarter, a platform that lets me say, hey, I need some short term cash. If you believe in me and my business, I’ll pay you back at one and a half times your investment. That’s a pretty compelling product to me.

Eric Hornung 55:17
I think those already exist, or are becoming to exist more and more. I don’t know that mixing messages with Mainvest would be a strategically beneficial idea. I think things like what Clear Banks doing is trying to answer that, or what Shopify is doing or what Stripe’s, doing to give you similar revenue based financing alternatives for short term cash are probably more geared towards the tech crowd. I like the inherent incentive alignment that happens with Mainvest by investing locally. It reminds me a lot of our conversation with inKind and Johann, when you invest in something locally, you’re more likely to go to it. I think that would hold up here as well. If I invested in a new barber shop in Cincinnati, chances I’m going to that barber shop? Very high. So I don’t know that adding those additional layers would be beneficial. And I don’t know that that is their long term goal at this point, although it might be.

Jay Clouse 56:16
Yeah, probably not. So to the local point, it makes sense that they want to start in one geography and grow out from there because you’re building customers who are probably interested in other local businesses around them, as opposed to just opening up the platform for whomever. Maybe I’m getting a little bit ahead of myself here, but the measured-ness to Mainvest growth seems in stark contrast to the Uber growth model that we saw before. It really seems like Nick is taking this intentionally slow and seeing, you know, how these first few companies work out and what they learn from them before.more aggressively expanding geographically. What do you think about that approach?

Eric Hornung 56:58
Have you read the newly released book on Uber.

Jay Clouse 57:03
You know I don’t read.

Eric Hornung 57:04
Right. I haven’t read it either. So I have no background into this other than some articles I’ve read online. But I believe that Uber started fairly small in the San Francisco Bay area with a very small fleet of cars to test out their hypothesis. And that wasn’t like a two week test, it was a while. And once they found product-market-fit with their black car service, that’s when they started rolling it out everywhere. And then UberX came, and then it was grow faster and faster and faster. So I feel like this is that honing in stage where they’re focusing on all right, what does density look like investors? Why does that matter? What does returns look like? How can we get a profile together of what a city could look like on MainVest? And then we can think about other cities and towns and what fits and what doesn’t.

Jay Clouse 57:59
It seems like one of the biggest advantages they have is that they’ve done everything to do the work to be aligned with regulation. It’s this new financial product. And so that will naturally be a little bit of a moat for competitors. But if somebody else jumped through those hoops, it seems like you’re back to sort of a land grab here, because if I’m a business that wants to raise on the platform, I’m going to raise on the one that already exists in my community. And so if someone sees what Mainvest is doing and then on the other side of the country, and they want to build up that market, I don’t know, part of me, this is this is my 6-18 months to say, Okay, how quickly now can we get into other geographies?

Eric Hornung 58:39
I think conceptually, I love this idea. I think that anytime you have an alternative data source or an altertative way to invest in what was previously illiquid assets, is going to open up some really interesting financial return profiles. So I think that you’re going to see, if this expands and is national, you’re going to see people create portfolios of these businesses and run essentially many private equity funds, but for their own portfolio, investing $500 in a few different companies across the country, that they’re really excited about that diversify in a certain way. And I think that that’s something that has not been accessible unless you are an accredited investor who happens to know a lot of business owners across the country, which how many people is that? Not many, that you could actually geographically diversify or specialize and create a services based business in the geographies that you want to. So for me, it’s like this is a whole new not asset class but accessibility to an existing asset class at a scale that, if this vision plays out, is going to be akin to like what AngelList did with syndicate investing, except for for the non-accredited investor. So what I want to see in the next 6 to 18 months are some metrics around how the current city is progressing. What does density look like, what have they learned, what our returns looking like? And I also have kind of a shadow that I’m going to throw in here at the end. Every time we have a recession in the United States, everyone always talks about how Main Street gets hit the hardest. Well, if we’re sitting here on the back end of an inverted yield curve, and that has historically told us a recessions coming in 6-18 months, how does Mainvest survive and thrive in an environment, where the underlying assets of their portfolio and what the future success of their business looks like, have historically gotten hit the hardest? It’s a question I don’t know if anyone has the answer to and it’s a question that might not even come to fruition. So just a macroeconomic shadow from me.

Jay Clouse 1:01:01
Alright guys, we’d love to hear what you think about this episode, what you think about Nick and Mainvvest. As always, you can tweet at us @upsidefm or email us Hello@upside.fm, and we’ll be back here next week.