Posts from Business

A few weeks ago, we were getting ready to close on an investment. I asked one of my partners when the news of the financing would be announced. He said, "pretty much right away." And I said, "we had better let our friends who run XYZ company know." My partner said, "absolutely, can you compose an email we can send together?"

This has been our mantra for a while now. We have a lot of friends in the startup world, entrepreneurs, VCs, management team members, and it is quite often that we are involved in a transaction, a financing, a sale, a merger, that might impact them and their interests. We don't want them to read about it on TechCrunch. We want them to hear about it from us first.

You'd be surprised how much goodwill this practice creates. Nobody is happy hearing that you just funded a competitor of theirs, or something similar, but when they get an advanced warning from you along with an explanation of your thinking behind the move, it goes a long way. They aren't caught off guard and they can process the information calmly. It doesn't mean they will be happy about the news. But it does mean that your relationship with them will be preserved (in most cases).

Doing this is tricky. Investors have an obligation to keep information they have confidential until the subject company decides to disclose/announce. So you have to time the tipoff of your friends carefully. We typically wait until the day of the announcement or at the earliest the evening before. In many cases we will clear the tipoff with the subject company as well. A lot depends on the people and relationships involved on all sides.

Relationships and reputation are the currency of business. I do not believe you can be successful in business without both. So preserving them is critical. And one good way to do that is to make sure good friends don't hear about things that are important to them on TechCrunch.

Today on MBA Mondays, I am going to walk you through some math that our team does when looking at a venture investment in a company that is starting to scale its business.

Let's assume we have a portfolio company. I will call it fit.sy. It is a marketplace for fitness experiences. We invested in it last year as it was getting ready to launch. A year later the business is scaling nicely and needs more expansion capital. The founders don't really want to go out and do a fundraising process. So they have asked the existing investors to make them an offer for an internal round. They believe they need $3mm of expansion capital to get them to cash flow breakeven.

So now the VC firm (us) needs to figure out what is a fair price. So we pull out Google Docs and run some numbers. For those who didn't click on the link and see the spreadsheet, here are the numbers:

– fit.sy is on track to generate $10mm in gross transactions in 2011

– they operate on an all-in "take rate" of 9% so their net revenue in 2011 will be $900k

– they will have operating costs in 2011 of $1.5mm and they will lose $600k this year

– they plan to triple gross transactions in 2012 to $30mm and grow to $150mm in gross transactions by 2014

– they plan to do this while ramping operating costs to $3mm in 2012 and to $7mm in 2014

We lay all of those number out in a spreadsheet and then look for some multiples to apply to them to get to a sense of value. The two multiples I like to use for marketplace businesses are enterprise value/gross marketplace transactions and enterprise value/EBITDA. And the multiples I like to use are 1x gross marketplace transactions and 20x EBTIDA. These are for internet marketplaces that are growing fast and are category leaders.

I've observed these multiples over a long time, going back to eBay and Mercado Libre a decade or more ago. We keep a spreadsheet of all Internet marketplace financing transactions in our portfolio and also include transactions we are very familiar with. That spreadsheet validates these multiples again and again.

When using multiples, one question that comes up is "do we apply these multiples to the current year results (which are almost in the bag), the current run rate (current month X 12), or next year's forecast. My answer to this quesion is "yes." I like to apply these multiples to all three and then triangulate from there. The reason being that when markets are frothy, investors will often give a company valuation credit for the next year's forecast (meaning a forward multiple). But when markets are tough, the multiple will be on the last twelve months (meaning a trailing multiple). You don't know what kind of market you will find yourself in so you should look at the multiples in a number of ways and triangulate to get to a comfort zone.

We did this in our spreadsheet (just for the current year and the next year) for our two multiples (1xGross and 20xEBITDA) and we got to a range of valuations for 2011, 2012, 2013, and 2014. They are:

2011: $10mm to $30mm (midpoint $20mm)

2012: $30mm to $75mm(midpoint $52.5mm)

2013: $35mm to $150mm (midpoint $92.5mm)

2014: $130mm to $150mm (midpoint $140mm)

So that's how we think about valuation. The spreadsheet says that if the Company hits plan, it will grow from a valuation of $20mm now to a valuation of $140mm in three years. And if we invest at that valuation of $20mm, we stand to make 7x on our investment in three years if the Company hits plan. If we pay at the top of the valuation range right now ($30mm) and get out at the top of the valuation range in 2014 ($150mm), we stand to make 5x.

I believe 5x to 7x is a good return objective on a follow-on investment in a venture stage company that is scaling nicely. We look to make 10x on our initial investment but cut our return objectives back as the risk comes out of the investment. There is still a tremendous amount of risk in a follow-on investment of this stage (mostly related to executing, hitting plan, etc) and a big multiple is still appropriate.

So that's pretty much all that is involved. We talk this over with our entire team and decide what to offer and what our walk away price is. Based on this analysis, I believe our offer would be around $25mm pre-money, $28mm post-money. We might go up a couple million to get the round done but I think $30mm post-money would be as high as we would go. At that point, we would encourage the founders to go out and find new investors to price and lead the round.

I like simple ways to think about things. Like mobile first, web second. These kinds of constructs work for me. One that I've been using a lot lately to describe what we like and don't like as much is User First, Brands Second.

When you are building your product and thinking about your go to market strategy, you need to decide who your first users will be and how they will take your product into the market. You can focus on getting everyday internet users first. Or you can focus on getting brands first and working with them to get users. This decision is critical and will impact almost everything about your business going forward. So don't make this decision lightly.

There are some great businesses that have gone with the Brands First, Users Second approach. Two that come to mind are Groupon and Buddy Media. They are very different businesses but both go first to brands, work with them to craft offerings for users, and then work to get those offerings in the hands of users.

Contrast that with Foursquare. The Foursquare app launched without any brands on it and went after user adoption directly. Today they have over 10mm registered users. Millions of users engaged on the Foursquare service attracts brands. And the brands come to Foursquare without much effort on Foursquare's part. This is the User First, Brand Second approach.

Facebook, Twitter, and Tumblr are all User First, Brands Second services. The brands are all over these services now. But for the most part, these services didn't do much to bring them. The engaged users did.

Our firm vastly prefers the Users First, Brands Second approach. I don't want to say definitively that we would not invest in a Brands First, Users Second business, but it would have to be something very interesting to get us to do it.

We do have several portfolio companies that took some version of a Brands First, Users Second approach to market. WorkMarket brings large employers and staffing firms onto their platform who put work orders into their system. That brings workers who pick up the work and get paid via the Workmarket platform. SoundCloud initially targeted audio content creators who put their work on the SoundCloud platform and according to Quantcast, that audio content brings over 14mm people a month to the service. But in both cases, these services launched day one with a valuable offering to both brands and users and they were not crafted specifically for the brand's benefit. That is a key point to be focused on.

The biggest problem with a Brands First, Users Second approach is you can get caught up in product development efforts to satisfy the brands and as a result you can't put enough energy into satisfying the users. And if that happens too much, you end up servicing the needs of the brands over the needs of the users and then you are a service business not a platform.

So when thinking about whether or not your company is a good fit for investment by our firm, think about whether your business is User First, Brand Second, or the other way around. That will be one of the first things we focus on when we evaluate it.

We are coming to the end of the Financing Options series. This is the final post in the series. Today we are going to talk about working capital financing.

For those of you not steeped in finance and accounting matters, I suggest you go back and read the Balance Sheet post before reading on. Working Capital Financing relies on a company's balance sheet to support the loan so understanding how a balance sheet works is important to understanding working capital financing.

As a company grows, it starts to consume a lot of cash in the day to day operations of the business that has nothing to do with its profits or losses. This type of cash consumption is called working capital. In accounting terms, working capital is equal to current assets minus current liabilities. In layman's terms, working capital is what your customers owe you plus any inventory you have built up minus what you owe your suppliers and employees. Working capital also includes any cash you have in the bank.

One of the many awesome things about a software business is that it rarely has any inventory. But for the purposes of this post, we need to think about a business that has inventory because inventory buildup is a big reason that companies consume working capital.

Let's think about a company that makes iPad stands like this one (I have it, it's awesome). Let's say it costs $25 to manufacture one iPad stand. Let's say you have orders for 10,000 of them at a wholesale price of $40. So you need to  come up with $250,000 to produce the inventory to meet the demand. Then you ship the iPad stands to Amazon or some other retailer. And then you wait 60 to 90 days to get paid the $400,000 by that retailer.

On paper, your business looks great. You have revenues of $400,000 and costs of $250,000. You have profits of $150,000. But you cash situation is horrible. You are out $250,000 and you are going to wait 60 to 90 days to get the $400,000 from retail. And you've got another order but this time it is for 20,000 units. You need to come up with $500,000 to meet demand.

This is known as a working capital issue. The business is making plenty of money on paper but can't manage its cash needs. And the faster it grows, the worse it gets.

This is exactly the situation working capital financing was designed to deal with. Banks and finance companies will loan companies, particularly profitable companies, the money they need to purchase inventory and wait to get paid by their customers. Banks will rely on the purchase orders on hand and the actual value of the inventory that the company has in stock to backup the loan. They will also take into account the money the company owes its suppliers and employees in determining exactly how much capital to loan the company.

Most working capital financing has built in cushions. Banks will not loan 100 cents on the dollar of working capital. They might loan 75% or 50%. But as working capital grows, they will increase the size of the loans they make. These are all short term loans because the inventory eventually gets sold and the customers eventually pay. A typical way these loans are structured are lines of credit and revolvers meaning that as the money comes back into the business, the loans get repaid, but the total amount available under the loan stays the same so the company can just borrow it back when it needs the money again.

For companies that are particularly shaky, there is a technique known as "factoring" where the bank actually takes the amounts of money due from the customers as collateral and gets paid directly by the customers and then remits the extra amounts to the company. The bank essentially becomes the accounts recievable department of the company. Back in the dark days in the aftermath of the crash of the internet bubble, I got a bank to do this for one of our portfolio companies and it was the only way we got through a major financial crisis.

Even a software based business can build up a lot of working capital. It ususally results from the company having to pay its obligations much faster than its customers are paying the company. If you have customers that pay in 90 days and you are growing revenues quickly, then you can find yourself in a major cash squeeze. Working capital financing is a great way to manage that kind of cash squeeze.

I did a few posts on this topic back in 2004 when I was just starting to get this blogging thing.

the original

the followup

the second followup

These posts were inspired by my friend Brad Feld's initial post on the same topic.

So it's not surprising that when Brad, Amy, The Gotham Gal, and I got together for dinner in Paris this past weekend, we got to talking about board meetings. Brad is frustrated with them. I am too. There is too much reporting and not enough discussing going on. And there isn't enough face to face interaction.

One of our portfolio companies has a board of five and the directors are in three locations. Last month we had a meeting where all but one of the directors was in the room. It was the best meeting we have had in close to a year. Near the end of the meeting, I put a fairly meaty strategic topic on the table and we did not have enough time to do it justice. The founder/CEO suggested we reconvene a few weeks later with everyone in the room.

That reconvention happened last week and we had every director in the room and no agenda. We got right to the "big meaty strategic topic" and talked it over for two hours. That was a terrific meeting, by far the best meeting we have had in the company's history.

So what can we learn from this story?

1) get everyone in the room

2) less reporting

3) more discussing

For this to work, the board has to commit to face to face meetings. The CEO has to keep the Board up to date in between meetings so reporting doesn't have to happen in the meeting. And the Board needs to understand the business and the market well enough to be able to have a substantitive discussion about the key issues the business is facing.

None of these are easy to accomplish. Everyone is busy and not enough investors make the committment to understand the business well enough to participate in a serious strategic discussion. If anyone is to blame for bad board meetings it is the VCs and other non management directors who are not doing their jobs well enough. And I plead guilty as charged in this regard. I can and should do a better job as a board member on many of the boards I am on.

But ultimately it is the entrepreneur's board and the entrepreneur's problem. They need to call bullshit on bad meetings, bad boards, participating by phone, and so on and so forth. And everyone in the startup sector should wake up to the fact that too many board meetings suck. We can and should do better. For our companies, for our management teams, for our investors, and for ourselves.

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I spent some time yesterday talking to an entrepreneur about this topic and I thought I'd share what I told him with everyone.

When your company is growing really fast, doubling employees year over year, adding users and customers at a very rapid rate, you don't want to raise too much money. If you raise three or four years of cash, there is a very good chance that by your second year, you will be sitting on cash that you raised when your company was worth considerably less. That's not a good thing. It's too dilutive to you and your co-founders and angels.

I've got two basic rules of thumb. First, try to dilute in the 10-20% band whenever you raise money. If you can keep it to 10%, that is great. You might have to do more, but try hard to keep your dilution below 20% each round. If you do two or three rounds at north of 20% each round, you'll end up with too little of the company.

Second, raise 12-18 months of cash each time you raise money. Less than a year is too little. You'll be raising money again before you know it. Longer than 18 months means you may well be sitting on cash that you raised when your company was worth a lot less.

These rules are most applicable in the early stages. When your company gets above 100 employees and valued at north of $50mm, things change. You may need to have more cash on your balance sheet for working capital reasons and you may not be increasing value at quite the same rate as you were when you were smaller. You might want to raise 24 months of cash or more at that stage.

But for the seed, Series A, and Series B rounds, I think 10-20% dilution and 12-18 months of cash are ideal. It's what I advise our portfolio companies to do and it is what I advise other entrepreneurs to do.

Last week's financing options post was about getting your customers to finance your business. This week's post is about getting your suppliers to finance your business.

Truth be told, this is not very common in the startups I work with. The more capital intensive your startup is, the more you can and should think about this approach.

Two reasonably common examples of vendor financing in the world of tech startups are equipment financing and development for equity.

Equipment financing is when a vendor of capital equipment, like servers, agrees to sell you their product and takes a loan or a lease instead of cash. We are going to do an entire post on capital equipment loans and leases later in this series and we will cover that in more detail then.

Development for equity is when a third party development firm builds something for you and takes equity in your business (or less commonly, a loan) in return for the development services. It is fairly common for a development partner to take some of their compensation in equity but it is rare for them to take all of it that way. But in this case, a vendor of services to your company is financing your business by reducing the amount of cash you need to lay out to get into business.

In the biotech and cleantech sectors, vendor financing is more common. These sectors have large capital equipment requirements and large third party services requirements. There is a lot of money laid out to third party vendors on the way to cash breakeven and therefore a much greater opportunity to have those vendors finance the business.

When you are starting a company, cash is always tight and so anytime you need a third party vendor to supply your company with services, you should be thinking of vendor financing possibilities. It can be a great way to keep your cash outlays down when the cost of capital is highest.

This is the first in a series of posts about financing options for startups. By "financing" I mean obtaining cash to fund your business. There are all sorts of strategies to avoid needing funding, but this series is not about them.

Many entrepreneurs turn to friends and family for their first funding needs. In fact, it is common for non-tech startups to raise all the capital they need from friends and family. I don't know for sure, but I would suspect that friends and family make up the largest source of funding for entrepreneurs and startups.

Friends and family financing is popular because it is easy to get a hearing from the people who know you best and they are positively inclined to say yes. But there are some negatives as well. It's tough to know how to price and structure an investment where the investors are close friends or family. You don't want to take advantage of them and they may not be sophisticated enough to know what is a good deal and what is a bad deal.

And friends and family often cannot come up with a lot of capital so unless your business doesn't need much funding, this will not be the only round you do. But friends and family can get you into business and give you some time to create value that other investors will recognize and value.

Probably the most tricky part of friends and family financing is that you really don't want to lose money that friends and family have invested with you. And most startups fail so the chances that will happen are high. I would encourage entrepreneurs who take funding from friends and family to be very clear about the risks and downside. I would also suggest only taking capital from friends and family members who can afford to lose the investment. That way, if the investment does turn out to be bad, at least you won't lose valuable relationships. Even so, it is easier on the mind to be doing a startup when your capital comes from professional investors than your loved ones.

I would recommend doing friends and family financings as convertible notes with a discount and a cap on the valuation. That way you don't have to worry about how to price the investment. A 20-25% discount from the next round is appropriate. The valuation cap is going to vary depending on the size of the raise and the size of the opportunity. I'd suggest a cap that gives the friends and family around 10% of the business if things work out. But that is just a suggestion. A 10% interest will not be appropriate for every friends and family investment.

Friends and family funding is the most common form of startup financing but also the most tricky in many ways. Be careful to do it right because there's a reason why these people will back you when nobody else will.

Today on MBA Mondays we are going to talk about competition. For most businesses, competition is a given. When I walk to work, I am often struck how many local businesses have competitors literally right across the street. Clearly competition is something you can learn to live with and still operate successfully. In fact, there are some very good things about competition. And there are some challenging things. This post will attempt to outline both.

I was having breakfast with the CEO of one of our portfolio companies recently. And we were talking about how the sales team dislikes competition but the marketing team appreciates it. That gets to the heart of the pros and cons of competition. When your company is competing for a piece of business and you have a tough competitor in the mix, you can often lose the business. The sales team, who is compensated directly on revenues, hates that. But when your competitor spends heavily on marketing its offerings and identifying the pain point both your company and their company solve, that is good for you. It generates additional demand, and some of that demand will come your way. The marketing team, which is always trying to do more with less, loves that.

There are a number of good things about competition. As described above, competitors will invest in marketing and the combined marketing efforts of a number of competitors will accelerate the development of a nascent market. It is very hard to build a market all alone. Also, when a large company enters a market, it validates the market in the minds of many who had not been paying attention to it before. That means customers and also eventual acquirers of your company. And there is nothing quite like a competitor to fire up a team. I've seen many companies start to coast a bit after they have successfully taken control of a market. Then a pesky new competitor enters, takes some business from them, and then all of a sudden the team is fired up again. All in all, I'd rather see our portfolio companies have competitors than be the only participant in the market.

But competition is challenging. First, when you have strong competitors, you will lose business to them, often frequently. That increases sales costs, time to close, and makes it harder to grow rapidly. Competitors will also spread fear and doubt (FUD) in the marketplace. This is particularly galling. I've heard all kinds of crazy nonsense spread by competitors to our portfolio companies. Some of that "crazy nonsense" stuck around for a long time and hurt our portfolio company in the market. Competitors can also strike business deals with powerful allies and gatekeepers who can make it hard and at time impossible to enter certain parts of the market. Competitors are a pain in the rear and make operating a business harder in many ways.

Competitors will also impact your fundraising and exit plans. When you have a competitor that is raising capital, it will often cause an entrepreneur to think they need to raise capital to compete. I don't think that is normally the case, but it is hard to convince an entrepreneur otherwise. That said, competitors will compete with you in the capital markets and the M&A markets. If an investor puts money into your competitor, most likely they will not invest in your company. If a big company buys your competitor, most likely they will not buy your company. This kind of competition is particularly anxiety infusing in the minds of entrepreneurs.

Very few companies will operate in a market for long without competition. Imitation is the greatest form of flattery. So be prepared for it. Make sure everyone on the team knows that competition is both good and bad. Sharpen your elbows and get ready to play tougher in the market. Get ready for cheap shots and lost opportunities. And make sure you draft on your competitors when you get that chance. And most importantly, make sure competition makes your company better. Because it should and that's almost always a good thing.