Newsflash: Business School Professors Wrong, Delaware is Not Always the Answer

I’m working on incorporating a start-up and I discovered something very interesting, Delaware is NOT necessarily the best place for initial incorporation of your start-up.   If you are profitable, public corporation, Delaware is almost a no brainer.  However, there is no tax liability associated with moving to Delaware and most start-ups are not profitable or public.

Being incorporated in Delaware adds complexity and several fees and expenses that you might not incur when incorporating in your home state.  Especially if your state follows the model corporation act, you might consider incorporating there.  If you are not profitable, the corporate income tax rate of your state is irrelevant, you save a bunch of fees, the complexity of having registered agents, and having to qualify as a foreign corporation in your state.

The advantages of being in Delaware are in legal provisions that only apply once you have many classes of stock, the taxes on profits once you have them, and the power of officers and directors, particularly once the corporation is public.  None of these matter if you are pre-seed stage and may not matter at all until an IPO.  If the VCs demand that you be a Delaware corporation, okay, no big deal it can get done in less time than it will take them to finish their paperwork, but in the meantime, you’ve saved some money and most importantly some headaches of dealing with a state that is constantly trying to put its hand in your pocket.

I had been told by several entrepreneurship professors that Delaware is the only choice for incorporation of a start-up.   I was surprised to learn that this is not necessarily the case.  Others seem to think so as well.  Pass it on and consult with your counsel to  make a decision that is right for your circumstances.

My reflections on #AUVSI North America 2012

I got to spend two days at the Association for Unmanned Vehicle Systems International (AUVSI) North America 2012 trade show last week.  As a first pass, the industry continues to grow even as defense cuts start to put a damper on things.  Other domains besides air are also starting to look like real possibilities though their manufacturers don’t always see fit to join AUVSI.  There is still tremendous excitement about the FAA’s recent moves that seem to indicate real progress in the last year.  Privacy concerns are being taken seriously, hopefully early enough to nip the issue in the bud, because the safety issues seem to be close to resolved.

  • The show is bigger than ever with more and more companies in attendance.  Based on my entirely unscientific method of walking around the show and looking at the booths at random, it seems to me that there are more companies offering services and software, about the same number offering components and hardware, and many fewer trying a hawk new platforms.  I think this reflects the reality of customer budgets and also the maturity of the industry.  The show didn’t have quite the same clubby feel that I used to remember, but maybe that’s good as well.
  • There was real concern and real awareness of the image problems that our industry has.  AUVSI is still definitely focused on the air side of things, but ground and maritime are definitely on their radar.  There is real determination on the part of the association leadership, both professional and volunteer, to counteract the negative press that the industry has been getting.
  • The Brookings Institution and the American Civil Liberties Association (ACLU) were both in attendance to participate in a privacy forum.  The Brookings and ACLU seem to have a great deal of common ground with the AUVSI membership at large on at least the law enforcement uses of unmanned aircraft.  That is the fourth amendment is still in effect and the same sorts of procedures that govern manned aircraft data collection ought to govern unmanned aircraft data collection.  Further, most people here on both sides of the panel were far more personally concerned about being tracked by cellphone data than unmanned aircraft.
  • The show is still definitely defense centered.  However, there is a feeling in the air that the FAA will actually do something and get unmanned aircraft out in the airspace soon.  Lots more booths are starting to have material that touts civilian use and more thinking is going into what will happen after the FAA starts allowing unmanned aircraft in the airspace.  Personally, I’m still skeptical that FAA is going to meet its deadlines, but I am certainly hoping that they will.
  • Robotics is starting to be used more in the same breath with unmanned systems.  Most of the AUVSI education outreach efforts don’t talk about unmanned systems at all (except maybe in an acronym) but do talk about robotics education.  I think this is a really positive development.  I would like to see AUVSI, the RIA, SAE robotics, and the robotic medical device companies operate under some kind of shared banner.  We all have the same workforce concerns, similar regulatory concerns, and face the same kind of backlash whenever we try to introduce new applications.  I believe that there is strength in numbers and it is always great to get the back-up that the fallacious counter arguments being trotted out against your robotic application are the same ones trotted out against other robotic applications that have gone on to be successful.  Particularly when we go to Capitol Hill to try and get rules changed so that we can compete on level playing field with legacy systems I think that there is value in having the Boeings (NYSE:BA), Intuitives (NASDAQ:ISRG), and Schillings (acquired by FMC NYSE:FTI) of the world support each other.

 

Which VCs are investing in robotics? Here is the list.

the instrument of venture investment

source: SEC.gov

My overview of the Firms Behind the Hizook 2011 VC in Robotic List has graciously been published at Hizook.

Bottom line:  We don’t have a cadre of dedicated robotics investors, but we can get investment from the industries that serve as our customers.

I wish you all luck in getting some of that VC Cash.  …on second thought, no, actually, I don’t–I  wish you all luck in signing up major partners who will give you progress payments to complete your product without diluting your investment.

But whatever your situation I hope that you use the appropriate capital structure to make lots of robots, lots money, and lots of good in the world.

Hizook 2011 Notes

Be on the look out for a forthcoming analysis of the Hizook 2011 VC in Robotic List on Hizook about the funds that invest in robotics.   I’m publishing my research notes here so they don’t foul up the article.  Most of this was sourced from company websites, CrunchBase, local media, or whatever I could find using Google with my limited attention span, I think I even remembered to cite a few as I was making this.

The only thing I’d really like to call your attention to, dear reader, is the complete lack of transparency in the private markets.  You’ll see that there are places I could find a round, or an amount, or fund but nothing else.  A lot of the poor citation is me trying to find a better source.  Private transactions have no organized data so if this can be the faintest candle for finding funding for robotics, then I’ve done my job.

As always, I’d love feedback.  I’m hungry for data!

More Hacker Spaces! Techshop coming to Pittsburgh

Techshop is coming to Pittsburgh.  This will be a great addition to Pittsburgh’s DIY / Hacker culture–which has a slightly different flavor in Pittsburgh because-unlike the big coastal cities that are ‘rediscovering’ the idea of building stuff-Pittsburgh is a city that never stopped thinking of itself as working, industrial city.   On a personal level, I’m excited that Techshop is coming to Pittsburgh with a focus on veterans.

I’m not sure how we should view these kinds of DIY/Hacker spaces in terms of the robotics ecosystem.  Off the top of my head, I can’t think of any successful start-ups that got their start in these kinds spaces.  If you look at the hacker space websites, the kinds of projects that they tout as commercial successes are more in the consumer device space (e.g. artistic iPhone docks)  as opposed to commercial robotics.  On the other hand, they seem to be a good marker of the kind of culture that builds robots.  So whether this is indicative or causative of a great robotics scene, welcome to Pittsburgh, Techshop.

As an aside: I’ve updated the cluster comparison with a few of these developments and more DIY/Hackerspaces.  There are links in the cluster comparison to several resources in this arena.

Where are the Ops Companies?

Really where are they?  Given how many companies are  building some form of robot it seems like there should be some proportionally greater number of companies out there forming to implement, service, and operate these robots.  Where are they?

Frank Tobe isn’t finding a lot of them forming in his start-up list.  Even the RIA seems to have fewer integrators than suppliers.  AUVSI has many more Lockheeds and Insitus than VT Services.  One could make a case that this is characteristic of the peculiar industries that we’re looking at.  The robotic counter example is perhaps the ROV industry which routinely provides the ROV as a packaged service to the off-shore oil and gas industry.  But most consumer robotics are still selling to early adopters.  Our consumer customers are all people who want tech for tech’s sake, not to mainstream customers that are just looking to solve a problem.

Think about other complex goods in our economy.  Computers have a vast cottage industry associated with servicing and maintaining them which is probably as big or bigger than the software industry proper.  All vehicle industries whether air, ground, or sea have vastly more businesses in the business of selling the services than engaged in construction of the vehicles–even if constructors do manage to capture a large share of the total revenues of the industry.

I think our industry has a problem.  I’ve talked to people at the oil and gas majors and heard straight out that robotics companies are producing robots which have a business case to be used several applications, but they will never be used until a credible organization to is there to provide the robot as a service.   It is a bit of chicken and egg, but I think this applies as you go down the chain, not just in large capital projects.

When doing sampling or reconnaissance, customers want actionable data not a fleet of robots or new employees.  I know from experience that infantry brigade commanders love having drone imagery of the battlefield, but don’t want to worry about having to support the drone unit, they just want to see the battle.  This is equally true in forestry, agriculture, infrastructure, and minerals.

Do I really want to own a cleaning robot? No, I would much rather have a business that comes to my house every week and keeps the place clean whether that business uses humans, robots, or both.

Even in medicine, if I were a hospital operator I’d love to be able to push the risk of owning the robot back onto someone else.  If I can pay per procedure and not worry about utilization, maintenance, or obsolescence–I’m much more game to adopt something new.

To date, our industry has done a relatively poor job of making robotics accessible to people and organizations who aren’t willing to organize around robotics and develop organizational competence in robotics.  Providing robotics as a service could greatly expand the number of potential customers.  I think when we see these businesses start cropping up, we will know that our industry is no longer in its infancy.

Before we can even have a bubble in robotics…

Our industry needs a better methodology for managing robotics development.

I just a had a great entrepreneurship conversation.  My entrepreneur friend opened my eyes to the possibilities for robotics in an industry, platform space, and application that I had pretty much written off.  The application was using robots to collect data–the simplest and earliest task for any class of robots.  He had taken a fresh look at an industry he knew intimately and seen that there was an opportunity to do something extraordinary and make some money.

This friend is not a robotics expert, but he’s been awakened to the potential in the robotics field.  His big concern and great hesitancy to  jumping into this business is establishing a workable business model.  He sees the potential in the opportunity with the vividness of an insider, but when it comes to the robotics he could use, he sees the immature, expensive junk of an outsider’s eye.  He’s vividly aware of the danger he might not structure the business or implement the technology in such a way as to be the guy who becomes profitable and grows first.  He saw that it would take a lot of money and time just to prove out the concept and that it might take much longer to figure out the right business model.  Meanwhile, his fledgling robotics company would be burning cash at the combined rate of a software, hardware, and an operations company with a direct sales force–not a very pretty proposition.

I didn’t really have anything to say to him on that front other than hackneyed cliches about iterating, pivoting, and the value of moving early.  It really occurs to me that my friend is already following what little we know about how to build a robotics company.  Be a great whatever-you-are first (medical device, logistics solution, toy, etc.) then have it be a robot.   Don’t market the thing as a robot; market it as a new technology solution to a real problem that is worth money to solve.  Be willing it iterate (fail on first attempts).  Go to market with the least capability that you can get paid any money at all for.   All great principles, but it seems like we’re still missing the kind of prescriptions that have developed for software.

The Lean Start-up movement, combined with movements like Agile Development have brought much more rigor to how software development in early stage companies is managed.  More traditional software and engineer models are still applicable to projects where the desired outcome is well known.  In most of my conversations with engineers, it seems like robotics engineering has not reached a similar stage of maturity.  It is difficult for robotics engineers to communicate to business leaders when they will know something that allows for opportunities in business decision making, let alone accurately forecast the true cost of a development job.

The most successful robotics companies do a great job managing development.  However, when you talk to their founders or engineering leads, they are often at a loss to explain what they did differently from failed efforts.  They might explain how they avoided some basic pitfalls–like outsourcing design work–but they often have a very difficult time offering an affirmative description of what they did, why it worked, and how they kept the engineering process and the business on track towards the correct goal.  If robotics is ever going to be the semi-conductors of the 80’s, web of the 90’s, or social and mobile of today, our industry will need to develop a compelling description of how to stay on track towards successful technology and business outcomes.