No Cliffs, Just Big Peaks and Valleys

I have been thinking a lot about the crazy stock market swings. Will it impact our portfolio companies?  Certainly, but not exactly sure how.  Is there such thing as timing luck?  Certainly, we sold a company to a Chinese buyer on July 1st.  That would not have happened much after that!  Will startups have a tougher time raising capital?  Certainly, investors get nervous with any volatility.

But I do feel strongly that companies with sound business models going after large addressable markets with low barriers to scaling up quickly will always find investors.  You might read that prior sentence and say “duh, no kidding”.  That is fine.  Just don’t panic as you are reading it.

I just read a great post on this week’s stock market downturn (which now seems like an upturn!).  Eric Paley is one of the head guys at Founder Collective (a fellow Cornellian, Micah Rosenbloom, is also one of the head guys at FC; Micah and Eric started a very successful hardware company together in business school……and sold it very successfully too!).  Anyway, I encourage you to read Eric’s post here for a good perspective on the funding cycle peaks and valleys.

Have a great weekend.

Sales Pipeline Explained

What is a sales pipeline?  Sounds easy to understand and maybe it is. But after some recent conversations with some sales guys, I thought i should write down an explanation.

Many of you know that I am a very literal person.  I am a very direct person too – not much nuance in my communication style and not much making you guess what I mean.  Well, a sales pipeline should be the same way.  Here goes:

1.  VCs and most active startup investors love information.  The more info the founders/CEO give, the happier we are (I have written about this a few times).  It is kind of like cookies and the Cookie Monster.

2.  One of the key pieces of information is a projection model that shows a projected income statement and cash flow statement for the given year (the balance sheet for an early stage startup is less important, but also nice to have). Ideally, this would be delivered in December for following calendar year.  It is kind of like a flight plan.  Without the projection model the company is flying blind.  A detailed income statement with revenue on top and income/loss on the bottom and everything in between (COGS, gross margin, all those SGA expenses below gross margin, etc.).

3.  The sales pipeline clearly relates to the revenue projection and for this post I am going to limit it to that – if sales are projected to explode it also typically means that expenses explode too, but the pipeline is, well the pipeline.

4.  Sales pipeline = the customer orders that produce the product order backlog (if a physical product company) and then the revenue for each month of the 12 month projection.

5.  And I don’t mean customers by some vague code like customers 1, 2, 3 and 4.  I mean a literal list of customers by name, unit amount, expected PO date, expected product ship date (last time I checked you cannot have revenue without shipping the product), and expected revenue.  A bonus is to show selling price by order so that everyone can understand differences in the way customers are being treated (like volume discounts, incentives, etc.).

6.  So, if the projection says $40,800 of revenue for July, $67,000 of revenue for August, $133,400 of revenue for September, then the head of sales (be it the CEO or a separate head of sales) better have a list of projected orders by customer by month to back this up.

7.  In other words, the sales pipeline FEEDS the monthly revenue projection (the TOP line) in the projection model.

8.  Clearly, the months that are closer in time will have more firm customers and orders.  The months further out in time will have less firm customers and orders.  But without an actual sales pipeline, the revenue projection is an utter guess.  With the sales pipeline it is an educated guess.  Educated guesses are always better.

9.  The pipeline can be changed during the year and the projection model can and should be updated.  It is always nice to keep the original projection model on a separate tab to enable everyone to see the changes and see the slips or unexpected successes.

Hope that makes sense.  Have a sales pipeline!  It should form a major part of any board meeting package and result in a lot of discussion.

Convertible Debt Revisited

Over the past few days there have been 2 important blog posts on convertible debt.  The first was Mark Suster’s post titled “One Simple Paragraph Every Entrepreneur Should Add to Their Convertible Notes” and the second was Brad Feld’s post titled “The Pre-Money vs. Post-Money Confusion with Convertible Notes“.

Mark’s post warned of the often unintentional punishment that founders inflict on themselves when doing a convertible debt deal that contains a valuation cap.  The punishment comes in the form of “unjust” liquidation preference that the note holders end up with when they convert at a valuation cap that is way lower than the valuation of the actual round.  Quick explanation:  a note with a valuation cap provides that upon a subsequent conversion of the note to equity resulting from a subsequent equity round (let’s say a Series A round), the note holder either converts at a price equal to (i) a stated discount to the Series A price OR (ii) a price determined using the valuation cap.  For example, if the valuation cap was $3mm and the Series A round pre-money valuation was $10mm, then it would be likely that the note holders conversion price would be determined using the valuation cap (so $3mm/# of shares outstanding fully diluted pre-money = conversion price).   Bottom line:  the note holder chooses whichever option gives a lower price for conversion.

The “unjust” liquidation preference comes in when the valuation cap price applies (it also applies a bit with a discount that is large).  In the example above, let’s just pick easy numbers and say the Series A price is $1.00 per share (calculated by taking $10mm premoney valuation/10mm shares outstanding fully diluted = $1.00).  Appling the valuation cap of $3mm, the conversion price would be $3mm/10mm shares outstanding fully diluted = $.30.  So the note holders convert their principal and accrued interest at $.30 a share and buy a lot of Series A!!!  Each share of Series A will have a liquidation preference of $1.00 (assuming 1X preference, which is normal).  So, the note holders pay $.30 a share yet get $1.00 per share liquidation preference.  WOW!!  Therein lies the “unjust” liquidation preference of $.70 a share!!  It is like unjust enrichment.   You can read Mark’s post on how to solve this problem.

Brad’s post talks about how convertible debt factors into the premoney valuation……or NOT.  My view on this is clear:  the purchasing power of the convertible debt (which in simplest terms equals (i) the number of shares purchased by the convertible debt AFTER applying discounts or valuation caps, multiplied by (ii) the full price of the shares paid by new purchasers) needs to be subtracted from the negotiated premoney valuation.  If it is not subtracted then the new equity purchasers are not getting what they bargained for.  I wrote a detailed post on this issue called “Building Convertible Debt Into the Premoney Valuation” back in early 2013.  If you want a good explanation, check out this previous post.


Due Diligence Explained with Guidance!

Due diligence never has a good connotation.  For companies raising money and management teams words like painful, slow, tedious, and torture come to mind.  Pick your adjective.  For investors, words like tedious, eye opening, boring and critical come to mind.  Due diligence is critical to help VCs derisk our investments a bit.

I recently read a fabulous (now that is a word you never associate with due diligence!) article on the process.  It was published by Lisa Suennen (I do not know Lisa) on PE Hub and is here.  Lisa’s post includes a slide deck that explains her vision of due diligence as a 12 step program; this is clearly relevant as due diligence will drive anyone to the bottle!  The slide deck is here.

The wonderful thing about Lisa’s presentation is that she asks questions throughout her entire deck. And they are the right questions.  Preparing for due diligence using this presentation as a guide will greatly reduce the pain of going through the due diligence process.  For companies raising funds and management teams, I suggest getting your ducks in a row in advance –  create a separate folder in your investor file sharing system (dropbox or otherwise) for each category and then populate each folder with relevant materials and write-ups.

I hope this helps you survive due diligence!  Have a great weekend.

Small Cities are Rockin’ for Startups

Tough for me not to jump on the bandwagon when I see an article on the benefits of launching a startup in a small city.

Here is a most recent example from Inc.  I agree with all 8 items listed, and I think Ithaca has 7 of the 8.  Ithaca has centers of excellence (primarily at Cornell and now also at Coltivare; we have REV; we have good business locations to rent (with more being built); we have a really smart available workforce due primarily to Cornell, Ithaca College and TC3; companies clearly make a big splash when they are successful or exit; we have a very well connected startup community thanks to many events and eship-oriented groups; and Ithaca does allow for plenty of “focus” time.  In my view, however, we could use more executive talent (so, all you seasoned execs, feel free to move here!).

In addition, one item not listed explicitly that I think should be on any list is that small cities are fabulous places to live and raise families.  Easier, cheaper, “kids camp for everything”, great outdoor attractions, no traffic, 5 minute commutes, etc.

In short, Ithaca rocks for startups (and do many other small cities, but I am a little biased!).