When to Bring Up Valuation

If you want to scare off VCs, start your pitch with “we are looking to raise $X at a pre-money valuation of $Y”.   Stating how much you want to raise is fine and recommended.  In fact, even better to state how much you want to raise and how long that amount will last.

However, stating a desired pre-money valuation early in the process is not a good idea.  Here is why.  There are typically just a handful of pivotal terms in a VC deal and they fall into 2 categories:  control terms (like special voting rights for the Preferred Stock and board seats) and economic rights (like liquidation preferences, anti-dilution protection, whether the preferred shares are participating or not, and………pre-money valuation).

In my view, starting off a VC relationship by diving into perhaps the most critical economic term is kind of like, well, moving too fast on a first date.  The good discussion will happen, but give the relationship a while to mature first.  Seriously, pre-money valuation is a function of many things (team strength, size of market, IP, hotness of sector, etc.) that will not all be readily apparent at the beginning.

So, my suggestion is to not bring up pre-money valuation unless (i) asked by the VC or (ii) the relationship has matured to a point where you can sense that a term sheet is likely.  If a VC asks for your input early on in the process about pre-money valuation, be skeptical and careful in your response.  If you give an actual number and it is too high, you have just given that VC a reason to say no (as in “why do I want to deal with an entrepreneur whose expectations are out of whack with my reality”).  Instead, I suggest something like this:  “We expect a valuation commensurate with our state of product readiness and company maturity.  We look forward to discussing that in more detail when your interest level merits”.

Answers to the question that I think are likely unproductive (again, I am talking about early discussions when you are building the relationship), include:   “$6.5mm is expected to buy 25% of the company”.   That is saying exactly what the expected pre-money valuation is.   Or, “Our post-money of our Series A was $10mm”.   No question that a pre-money for the Series B might be above $10mm, but it all depends on a bunch of factors that need time to flesh out.

Bottom line:  valuation discussions too early in the VC relationship game are a huge distraction and will likely backfire on you.   The exception is when you have a ton of interest (the VCs are just crawling over you).  That demand will accelerate the relationship building and the valuation discussion.

The Twitter “Patent Hack”

Every once in a while I read a post that just cries out “re-post”.  Today, Fred Wilson wrote about the Twitter “Patent Hack”.  The post is not extraordinary.  Twitter is extraordinary for its actions.

In a nut shell, when an employee works for a company, that employee signs an assignment of inventions agreement.  This means that inventions that the employee creates on the job are owned by the company.  I hope that you see this as an obvious necessity.  The company is paying the employee to create and the company needs those creations to function and operate.

Twitter has its employees sign assignment agreements (really, every employer has its employees sign them assuming they have good legal input).  BUT, what Twitter has done is to tweak its assignment form to say that it will only use the inventions so assigned for defensive purposes in the event it is later sued for patent infringement.  So, it will use inventions, particularly those that get embodied in a software-based patent, to defend against an infringement claim.

Importantly, Twitter will not use any such inventions (again, think patents) to offensively go after a competitor that might be infringing.  Twitter does not want to stymie innovation by its competitors in the software space.  And, even further, would require any buyer of the Twitter patents (for example, a buyer of Twitter in an acquisition) to get the original inventor’s (i.e., the Twitter employee who originally assigned the invention to Twitter) consent to use the patents offensively.

This is really interesting.  Plain and simple, Twitter is trying to start to de-claw patent trolls in the software patent realm.   I like what they are doing as it applies to software patents.  Truly innovative!

Don’t Lose Alone

In the Spring Term (i.e., now), I teach a course at Johnson called Startup Learning Series.  “Hosting” would be a more appropriate term because the course consists of 10 lectures, all by guests.  No required reading, no problem sets.  Come to class and get 1 credit.  If you miss more than 2 classes you don’t get the credit.

Anyway, last night my guest was Nick Lantuh, the founder of NetWitness.  NetWitness is spooky software that plays Big Brother.  I will leave it at that because what the company actually does is irrelevant to this post.

Nick’s lecture was awesome.  My 90 students were literally enthralled.  One wrote me right after class and the email only said “That presentation was sick”.   I confirmed that sick meant awesome.

Nick talked about company building.  He talked about exits.  He talked about product.  He talked about the customer.  But mostly he talked about sales.  Nick hit some fundamental points:

1.  If your sales guys are not making the most money in the company (because of commissions), then you should change your comp structure.   Note that NetWitness was exploding in revenue and profits prior to its sale to EMC so commission incentives were very meaningful.

2.  Don’t be an ass.  Nick could not stress this enough.  Don’t be an ass to customers (i.e., don’t take advantage), don’t be an ass to employees, and listen to everyone, ESPECIALLY the customer.

3.  Don’t lose alone.  If a sales guy lost a sale alone, meaning that he did not huddle with the team to save the deal, he would usually be kicked out the door.  Sales is a company wide effort – use the company.

4.  But, the sales guys owns the account.  Do not touch a customer without getting clearance from the sales manager (NOT the VP of Sales, but the actual account manager).

5.  All that matters is products and sales.   Have the best product and focus on selling.  Nick’s strategic plans go out 3 months…..purely sales focused.  I know that many of you will take issue with this one, but it certainly has worked for Nick (6 companies, 6 exits).

6.  Build a culture so that employees will die for you.  Incentives…..whatever you can afford.  One time he bought an employee a Harley for a big thank you (again, easier to do when your company is swimming in cash and your VC backed board says “hell, yes”.)

There were a boatload of other great soundbites too.  Sales, Sales and Sales.

 

VC and Marking Investments to Market

It is the time of year when VC firms do year end valuations for their portfolio company holdings.  While not as bad as water boarding, this exercise always makes my stomach turn.  Luckily, I am not in charge of the internal finance function at our fund.

Most of my stomach turning results from the fact that this exercise is purely about unrealized return values of purely non-liquid assets (unless of course there is an active secondary market for the stock – this applies to a few handfuls of VC backed companies).  FAS 157 and other accounting rules require such a valuations be done, but what is the real value of doing them?  Yes, large institutional investors use the unrealized values and need them for reporting purposes.  I get that and understand it.  But unrealized values are sometimes rather illusory in that they are based on what are called “Level 3” inputs that by definition are often not exact and even non-quantitative.

Some VC firms use the art of Level 3 inputs to mark up their valuations, which has a tendency to make limited partners happy.  I think this practice is not prudent.

My easy solution for VC firms would be to mark up or down the valuation of investments based only on new independently led outside rounds of financing.  An inside round could only result in a mark down (if the new inside round was a down round), but not any mark ups (if the new inside round was an up round).  This rule would keep the process simple and very conservative, which I think is sound.

It is easy to tell your LPs that the valuations are conservative…..