Friday, March 31, 2006

For or Against Venture Finance

Since my blogs were posted, some readers found it a bit confusing to identify which playing field did I prefer. Was I for institutional financing or against? The short answer to this question is, it depends. And I say this not just because of my consulting background but truly; it depends, and on many factors influencing your business plan, functional and psychological. There is no statistical test or a Y/N question/answer set or a ‘qualifying condition’ for going either way.

If I develop a lab-specimen of a protein compound tested on tumors grown on mice that promises to cure such malignancy and I need to go into a 5-year clinical trial, I can’t approach a bank (I could pull it off if I had high net worth assets as collateral), the most common answer is: talk to your local ‘friendly’ VC for the $10-$20 Million you seek. But then if you plan to introduce a product like a ring-tone content portal or a mobile payment gateway, which is in an already saturated market, you may want to think about talking to a bank. Now let’s put things in perspective:


  • Yield Returns Matrix: Banks have a stringent time line on when you need to start paying them back. VC’s are more risk adverse in that sense and are not going to come after you and seize your assets. If you need a year more, it is likely that the venture world will oblige with you compared to the banks. It will be difficult for you to justify to a banker how you need 6 more months to be revenue positive compared to a VC who understands your business. How well you hedge your bets for starting to pay back to the bank in order to be in good standing is critical than you think. If you can, negotiate at least double the payback timeline the bank requires you to make.

  • Additional Financing Strategy: You get a $1M from the bank and have a product. Now you need additional $1M to sell it but can’t go to the bank as you have nothing for collateral. You go to a VC – 6 months gone. Assuming you couldn’t strike any licensing or reseller deals with your lame a** and don’t have a penny in sales or even a pilot site that pays your overheads, and say by some miracle, a VC finances you for $500k. But now you are already required to pay your bank by now with interest and so you write 50% of this amount to Bank of Morons and you are back to where you started. And don’t even think about giving equity as collateral to a bank (unlikely they may even accept it as all the collateral you can give). You are better off giving options to those who are in the business of building companies like yours and may be able to give you additional financing and help you grow your business than some iBanker who is just going to sit in a downtown building with tall ceilings sipping starbucks and wearing a cheap stripped suit and a pink tie.

    Now think about selling to a VC when this bank owns 20% (if not more) of your company. Good luck on this one! You got to have one hellova product to make this happen. Not to mention the fact that if you default on your payments to this bank, you may be sued or may serve an injunction or even a liquidation, not to mention the emotional trauma you or your family have to go through. It is of great important to choose your 1st financier very carefully and strategically. Who comes in the door next depends on who the company has been dealing with in the past. Lastly, try and predict as closely you can on how many rounds and how much capital will you need to be cash positive.

  • Product Strategy: As mentioned early on, if the product or the service idea is simple and addressing a saturated market or you just want to start a small business that addresses a need in a small geographical area, need a one time investment of a fairly low amount that you are sure to translate to sales dollars early on, talk to a bank. But if you are eyeing an IPO and trying to build a complex enterprise or a retail product that will require R&D, logistics, manufacturing, marketing, training, business development, legal councils, IP audits, advisory boards, engineering, product management, etc., it may be time to think about talking to a VC. Reason: VC’s may have proven track records in the space you are addressing, they may have companies in their portfolio that may compliment your solution, they may be able to raise bigger sums of money by attracting other co-investors (there is a prestige status associated with who finances you that attracts later stage rounds) and lastly, VC’s are in a better position to place a ‘professional’ CEO who can actually execute and deliver on promises outside the lab; compared to your lousy self. Banks can’t do any of these and if they claim they can, most probably they are liars. Bankers are in the business of lending money and getting their interest amounts. They are not in the business of building businesses. And don’t go comparing yourself with big companies who take millions in loans from banks. There is a clear distinct difference between you and someone like Merck Pharmaceuticals. Off course you will never hear someone like that approaching a VC. Entrepreneurs created VC’s. They are like politicians. They seem to be in power for you, you put them there, they seem to be working for you, yet they are disliked (hated in some cases) by most and most often don’t seem to be in your favor. In fact, they may hug you the day you sign the LP but a year later may fire you. There are the Ted Kennedy’s (Neanderthal meathead bozos) of venture capital and we too have a fair share of left and right-wingers from the SF Bay to Bean Town.

  • Personal Risk: You set up a LLC or a ‘C’ corp. and think you are free from potential debt if the business goes under. If you collateralled your house, guess who shows up at your doorstep Sunday morning 9:00 AM? Even if you did not give anything to the bank as security, state and federal laws against declaring bankruptcy and potential liquidity may not completely allow you to go scott free. VC’s tend to ‘buy’ out founders and off course you don’t need to take out a second mortgage or give your house to the guy. You are in fact, profitable even if you get bought out individually. VC’s tend to bring the risk upon them in this case and let you live worry free (only to the extent that you will still have your house and clothes on if you fail). They should probably be called ‘Venture Risk Capitalists’ according to me. Banks are passive lenders.

  • Finally, The Famous ‘Exit Strategy’: Face it; you want to flip the coin on the idea in 2 years and get your 50 footer of the docks of Ft. Lauderdale and go fishing sipping exotic beers and come back to your villa to see how the company stock is performing. The path is very clear: Banks = NO; VCs = YES. Sell the idea, execute the heck out of its opportunity, forget about ops & actually running the show and you have your wish. Easier said than done, you have to be an ace entrepreneur to make this happen but it does happen, even now and even for the simplest solutions in business that I considered dead-weed. If you are smart enough to think about this, you are smart enough to know why I choose VC’s for this strategy. Think leverage buying-outs, turnarounds and rollups.

    Having made some basic co-relations of managing financing your venture, nothing stops you from begging your friends-n-family before you approach a bank. But as I have always told you, leave family money out of business and you will still have some left when you die. A bank is as good as a VC who just writes a check and VC’s are as good as banks if you forget to read the fine print on the documents. In the end, if your strategy matrix allows, there could be a combination of both banks and the private equity market to harmoniously live together.


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Thursday, March 16, 2006

Gauging Fund Raise Strategies Based On Market Dynamics

Economics is not what I liked as a teenager and I honestly believed that being in technology would provide me with an escape route away from what I felt was the most boring subject on earth. Off course that was not the only reason I choose to be in IT. But the irony of it all is that economics is what drove to me reach a consensus on all my critical decisions and drove my most successful strategies in business. I was not thinking economics at face value, although I relied heavily on its concepts all along indirectly. I learnt things the hard way, as I was too bold a technologist to admit faith in normative sciences and too confident an entrepreneur with a ‘curve jumping’ idea. In the end, the only curves we jumped were the work around our mistakes that could have been avoided in the first place. Here are some excerpts, I learnt as an entrepreneur and now in the venture space, which will help shed light on structured arguments before funding your business plan from a market perspective:

1. Difference between a Fundable Vs. an Investable Business Plan: You will often hear VC’s loosely talk about the ‘fundability’ of a business plan. Fundability, in its true sense, is a secondary aspect of an investment, which means whether or not your business plan needs money to get to your next milestone. In a way, everyone and everything that sounds cool is fundable. The question is whether your idea is worth investing in, in order to yield exponential early returns on an exist or sustain consistent high-growth returns over the life of the firm. Looking at your competitors (if you don’t have one you are probably in the wrong space as there is a reason why no one else is attempting what you are) growth rates and yields for their investors in addition to their profitability, market share and product maturity is key. Talk about how your idea will increase that growth rate and yield curve significantly, at the same time, bringing value to the market. Keep your friends close but your enemies closer.

It is not very attractive even if you want 1% of a $50 Billion market but the rate of return and growth is around 2% annually. The investor does not want to wait for 8-10 years to see his 10x return. He can re-invest the money 3 times over in that period and make a lot more. Think about market sustainability. Your current market is $50Billion – says who? And if it is true, how long will it last to be $50Billion? We don’t care what Forrester, McKinsey or Gartner have to say. The typical cycle to exit, whatever the strategy, is between 3-5 years for technology funds. If your business can’t make money in that period, re-visit your product or service strategy. There are off course, exceptions to the rule in rare cases.

Let’s face it; the investor is not looking to loose money even if you are going to save a million lives. In that case, you should talk to a philanthropists if you idea is just looking to ‘fund’ itself.


2. Angels vs. Institutional Funds – No Silver Bullet: Let’s say you work out of your parents garage, have no experience building companies and neither are you a ‘serial’ entrepreneur. You have no patents, no connections within the VC community in your area and no concept of economics. But you have a real idea that will change the way we live, or something that we call a ‘disruptive technology’ and you want to put it in practice in an area where you think it will have the best applicability. I’d be a liar if I told you to go either way – angels or VC’s. There is no sure fire road to debate this dilemma.

Angels, in certain markets, seem to take higher risks than VC’s as these guys typically provide seed stage financing. VC’s are also no longer interested in funding you for $150k. But angels are not as risk adverse as the VC’s, who are diversified in their investment portfolio, so chances are the angel intricately involves himself in the business than your average VC, as you may be, his only investment. On the other hand, if your idea requires a $5M seed investment, it is unlikely that you will achieve that via angels. Lastly, a VC fund life is limited (5-7 years) but angels have their own money thus, there is no legal implication and urgency to show performance within a given period. Then there are GP’s (General Partners) in VC firms whose LP’s (Limited Partnership arrangement) allows them to invest outside of their firm affiliation as independent investors. All these could be good things or bad for you. Lastly, make sure you don’t approach angels who are clueless about your idea.

E.g. a rich real-estate developer or a wealthy widow (not sure where that came from) investing in your IPSEC security profiler for IIS authentication technology on 802.11x protocols is probably a bad idea. They would neither understand the product or what the heck you do and why it takes 5 years to get their return, nor will they be able to make introductions to relevant people. Instead, they will be a bottleneck for you to run your operations smoothly and a hindrance to seek additional rounds of financing. VC’s always see who the first investors are and what is their credibility. On the other hand, show the real-estate developer your idea of a transparent wall built from cheap chemical composites, and you will be a rich man very soon. As we used to say in the 90’s: “If Context is king then content is King Kong!” In other words, don’t get desperate for cash. Plan ahead but just in time to market your product and with just the right people.

Ultimately, your fund raise strategy depends on the person who is interested in giving you money and understands the potential implications for your application and your market, believes collectively in the idea and can help you get to the next level rather than pushing his own agenda on the table. VC’s, from my experience, act as if they are interested in the product but seem more concerned over exit strategies and valuations and tend to structure your company in the best interest of the investment. With zero experience, most entrepreneurs typically do a friends-n-family round, gain some traction with development & a pilot site and look for additional capital either via an iBank or through Broker Dealers. If you are a complete geek, get an outside partner with previous successful start-up experience, but not a family member and hire a good lawyer with IP & start-up practice.

In the end, a successful investment is not necessarily a successful product. Selling ‘honest-hype’ is an art, which almost seems a pre-requisite for a large M&A or an IPO deal.


3. Self Validation: Before you seek cash or even write a business plan, ask your self these questions, as it is likely that most suave investors will know and expect answers to these directly or indirectly:

a). Ideas come from problems you saw but no one else bothered to think hard about them. That’s great that you have an idea. But just how big is the problem? What other collateral problems you will solve by addressing this one issue? Closely assess the severity of the problem with hard evidence. Are people going to save a lot of money, are you going to save lives, can you do something significantly better than others (this is a tough spot to be in though) or is it just a ‘nice-to-have’ luxury product that is less functional and more about a statement?
b). Think about your solution. See if it solves a need that is unmet or is being met in an ineffective way.
c). Who are these people that are trying to address this unmet need? (They could be potential M&A targets).
d). Is my idea tested before? Did it fail and if so, why? (Some markets and solutions choose their battles).
e). How long ago was this idea tested, if at all? (The 1960’s or yesterday)
f). Am I the first one to think of such an idea? Am I a genius or a duffus? (Remember: Geniuses are very rare)
g). Is my idea a theory or can I display hard evidence of its functionality in some form?
h). If I have money, will I be able to build a prototype that actually works outside the lab?
i). If so, how fast can I build & test it & how sustainable would it be? (Cant sell something that breaks after 1 use)
j). Can you display the real functional value add from the prototype minus the hype?
k). If this is not an end product, how easy it is to integrate it with other mainstream products?
l). If this is the end product, how easy it is to make it in large quantities? (Forget margins & profitability at this point).
m). Do you have any scientific, legal, commercial or individual subject matter expert validate your claims?
n). How defensible is the idea? Can anyone duplicate what you do somewhere in India or Russia?
o). How patentable is the idea? Are there any existing patents around your idea?
p). Lastly, look beyond your geographical boundaries to other countries for research.

If your answer to any 3 of the above is “It may be tough” or “it is difficult to answer . . . “ or “It is complicated to explain.. “ or “I don’t think I have any competition” or “It will take me 10 years to built a prototype” or “I am a genius . . . “, take a hike. We like realists. You will not be funded and I will end the conversation with you in 5 mins. So will 99% of my peers in this business. Sorry – we take risks, but calculative risks. These questions are my data-points to make those calculations. Besides, we have 50 other business plans we need to take a look at that may really change the world we live in. Forget ‘perception play’ and ‘lifestyle solution’ and ‘revolutionary’ talk. That’ll come if you even have a brand. Think about your product & the size and nature of your market. If you develop an oral pill that will not require intake of food for days, that’s revolutionary. If you show me a pill that removes warts or wrinkles (there are 18,679 products in US, Canada & Europe addressing this issue), you are out.



4. Yield Curve Equations: Not that you need to be an ace economist, but follow the investment pattern. Most top law & asset management firms publish M&A & investment reports that are freely available on their website. E.g. If funds are putting their money in long-term fixed-income investments (less money more risk), that may be an indication of a slumping economy, where interest rates tomorrow may give lower rates than today. These funds thus depend on currently prevailing yields because future yields may be significantly less. This is called Inverted Yield Curve where maturity dates in the future yield less returns than those with a shorter maturity date. This may dictate your exit strategy and may help you construct a favorable pre-money capital structure or where you look for cash. It may even help you decide your market segments.

One of my favorite topics is the debate of using IRR (Internal Rate of Return) on your financial projections. I generally tend to disagree with the use of IRR despite its appeal. The assumption that interim and all cash flows will be re-invested at the same or higher rates seems be an inaccurate way of calculating yearly yields (unless there is no cash-flow which will make IRR accurate), especially when you discount or avoid the use of your annual cost of capital altogether. IRR also assumes that your current and future business plan will be exactly the same – which is never the case. Your product strategy, as a start-up, is a moving target. The level of attractiveness on your model may not be the same as what you have now or vice versa, thus your cash flows will never be re-invested at the same rate 3 years from now. Not to mention you may not generate the same level of cash flow. But if you do use this analysis, factor in valuations, annual CapEx and sales projections. Avoid the use of percentages in IRR calculations and hope that you are not off.



5. The Valuation Game: Most VC’s ask entrepreneurs what they think their business in valued at. After all, you need to put the worth of your business in dollars. The fact of the matter is, this question is so inane; it is almost meaningless to even discuss it more than a ‘good-to-know’ information during your presentation. Based on your liquidity and prior investments, and sometimes even with cash at bank and strong P/E ratio (Price to earnings), you may think you are valued at $(X)Million but market forces may decide that based on what your competition is valued at, the rate of return they currently yield, the future value of investment (either from the original investor or someone else), the legal and procedural complications that involve your product to reach maturity (HIPPA, Sab-Ox, etc), etc, your current valuation really should be $(X-2)Million. You are a start-up. You have no credibility on earnings yet. In reality, in subjective terms, it is impossible to put a figure on your company. Investors usually have a ‘liquidity preference’ on the term sheet that allows them to exercise their shares and sales money before you can. This can be bad of you don’t read the fine print close enough. Find out what the investors sweet-spot is in terms of deal-size. Find out the current market capitalization of the industry you are serving. Lastly, ask the investor where he wants to see his money go after 5 years? There is a difference between a ‘flip’ and building a real corporation. Your strategy as an entrepreneur who wants to pursue either paths should and will dictate your valuation terms.

In the end, it is an execution play, however defensible and disruptive the technology. If you cannot put yuor ideas in practice and cannot leverage that practice to wide use, you will not as succesful. Be honest to yourself and to the market and build a company to last.


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Monday, March 13, 2006

Realizing the Cons of Over Contextualizing Stickiness

Please spend 2 Minutes to Register: I guess every website starts with this slogan now a days if you want to access their ‘proprietary’ content, however, unknown, incognizant to the context or irrelevant the information is to what they do vs. what you need. The question is: why do I need to register to a website that gives information to links to another websites? Or how about this: does a ‘Dog walking’ magazine really need my email, tel., etc to access their content. And then you have their infamous ‘disclaimer’, which I would like to have a show of hands of those who read it. And sometimes, you fill out a page with your personal information, and then get directed to another page to fill out a survey and then by the time you think you have reached your destination, the page times out. Wonderful! They got all they wanted and you got nothing but frustration. Then you want to wait for a confirmation email and click on the link and re-enter your password and login and create yet another complexity in life of remembering inane meaningless numbers. So you register and qualify your login but you are now clueless about where and who stores your information and who may just be eyeing you and what they plan to use your information for.

The problem is, I DON’T WANT TO REGISTER TO YOUR WEBSITE. I AM NOT INTERESTED TO “REGISTER” TO ANYTHING. I AM NOT INTERESTED TO HAVE A LOGIN AND PASSWORD FOR ANY MORE WEBSITES. In fact, by now, I may have over 400 passwords and logins and off course I don’t remember them. I now tend to hit the ‘FORGOT PASSWORD’ button for websites that say I register sometime in the past. And if I visit a website that asks me to ‘register’, I simply leave the site.

In all the above examples, companies loose potential readership, clients and even stickiness. However, seamless and easy the process, the “create your login & password’ saga yet undeniably continues to haunt even the biggest most reputable companies. Content sensitivity is an extension of a user interface in today’s world – to put it in better words, contexual relevance and usability goes hand in hand with navigation and adaptability on website. If you are the SEC or the NSA or the FBI or a hospital, etc. off course you want to monitor use. But sites that offer free content only if you register appear to be ironic. Why do I need to register into Boston.com to view their stories? Why do I need to create a login for a theater down the street to view their seating chart? What am I going to do . . . steal their seating arrangement? Or why do I need to register at McKinsey.com to view their articles? So they can spam me to buy their ivy-league jargon crap every 30 days? Companies, under the impression of offering personalizable information are actually driving away traffic, not only that, are putting more onus on their systems to protect information that they shouldn’t collect in the 1st place.

I spoke to a few executives at companies whose websites, as I failed to understand, were collecting personal information. The general response could be summarized as: “I think we make the people visiting our website feel that the content is important and valuable and by registering users, we push content the way we want it”. So lets think for a minute here. There is really no tangible value for these companies to gather personal information. It’s essentially a market perception play. There is no value for the customer to give out his information. So I asked these executives to do a survey of people who are registered and are frequent visitors to see how many of them would want to register to their website if they were indeed first time visitors. The answer was: ZERO. No one wanted to register and they all (about 1,200 of them) thought it was annoying, frustrating and a pain to remember yet another login name. There’s your evidence, off course and although not conducted on a mass scale and in the most sophisticated manner, I can guess most people share my opinion. And mind you, these are non-subscribtion based models that don’t even offer daily content or unique content relevant to the registered users business/personal profile.

It is marketing 101 to understand that in today’s world, I am already overloaded with information and essentials that I need to remember while accessing systems (emails, your company’s ERP, HRIS systems, your credit card website, your bank website, your investment fund website, your . . . ) and having yet another login & password is probably the last thing I would want to do. I don’t even want to “opt-in” your crap. I want my information fast and I want it quickly and I want to remain anonymous.

Its like walking into a 7-Eleven or even a random neighborhood specialty store and a guy sitting in font of the door asking for your email and asking you to fill out a registration form before you enter to buy yourself a bottle of water for $0.89 cents or a pack of cigarettes. Would you go to that store given that requirement? In most cases the answer, I assume, is NO. It’s the same concept. I don’t care how specialized you are or that you sell the worlds finest chocolates from a small town store in north of Montreal with 2 chefs. If you ask me to register for a one time buy or even send me one email back selling more stuff, that is the end of my relationship with that vendor – content, service or product.

It would be good to see companies develop context sense built into their model, eCommerce or otherwise.


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