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Anthony Nassar, Founder & Principal, Venture Momentum, Inc.
 
  In This Issue
Note from Anthony
Featured Interview – Perspectives from a Seasoned Venture Capitalist
Featured Article– The Mechanics of Preferred Stock Financing
Bonus Article– Protect Your Business—and Save Money: Manage Your Risk Profile by Charles T. Wilson, CRM
Sneak Preview of Next Month’s Issue
About Venture Momentum
  
September 8, 2004

Vol.1, Issue 7

Published on the second Wednesday of every month

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  Note from Anthony

Dear Reader,

I hope you had a great summer.

Since Propel Your Venture was launched in February of this year, we’ve had 6 issues covering many facets in the life of your start-up: market sizing, M&A, security, bootstrapping, stock option compensation, entrepreneurial success stories and various nitty gritty financial aspects of your venture. I think we have successfully eased our way into the subject of venture capital, so I’m dedicating today’s issue and the next to this important topic. Both the interview and the featured article today should provide you with valuable information and insights into the process of raising VC money.

We also have an interesting bonus article today on the subject of risk management by Charles T. Wilson of RiskSmart Solutions. Enjoy!

Need to learn best practices in financial planning? Join me on October 20th at the Software Development Forum in San Jose, CA, where I will be giving a detailed demonstration on a spreadsheet of how you can Craft the Financial Roadmap of Your Start-up. My talk will be followed by a legal presentation on Key Issues in Financing, and a VC panel discussion. Event and registration details are available on SDForum's website.

How am I doing? As you can probably guess, producing Propel Your Venture every month is quite a rewarding undertaking for me. Would you please give me your feedback and let me know what you like and don’t like about this e-zine, so I can better meet your expectations? And if you enjoy it, please pass it on to friends and colleagues.

To YOUR Venture’s success,

Anthony Nassar
Founder & Principal
Venture Momentum, Inc.
415-897-0195
http://www.venturemomentum.com

 
  Featured Interview – Perspectives from a Seasoned Venture Capitalist
 
 

John V. Balen

Today I ask John Balen, General Partner with Canaan, to share his perspectives and thoughts on venture investing and entrepreneurship. John has been involved with venture capital for more than 18 years. I'm delighted to be able to bring to you, in this issue, some of his tremendous experience in the field.

As you may know, Canaan Partners is one of the premier venture capital firms in the country, with $2B in investment capital under management and a strong focus on early stage investing. I started working with Canaan over twelve years ago, and while they have certainly grown significantly, I think that the firm’s approachability and strong spirit have remained unchanged. I look forward to the next twelve years.

Anthony: John, can you give us an overview of Canaan's investment focus, size of funds under management, and number of portfolio companies?

John: Our current fund, Canaan Equity III, is a $700M fund that was started in 2001. We’re getting into the second half of that fund’s 4 year investment cycle and have invested in 34 companies so far. The focus of our fund is roughly 70%-80% in information technology and 20%-30% in healthcare. Those percentages vary depending on the period. We concentrate on early stage opportunities – Seed, Series A and Series B. But we like to balance the mix with later stage opportunities in areas where we haven’t made some bets in earlier stage companies for whatever reason (market too crowded or idea too early). This enables us to have a diversified and well-balanced portfolio. We are actively involved in and sit on the board of all our portfolio companies.

Anthony: How many companies did Canaan invest in since January 2004, and how would you characterize your investing pace?

John: We’ve invested in 11 companies to date. We try to be as discerning as we can about our pace as we invest the fund over a 4-year cycle. In our business, you do some deals in some quarters, and none in others. It goes in fits and starts, but over the investment cycle time frame, it averages out quite well.

We even made investments in 2001 when the funding environment was really tight. Because we have a healthcare focus, we had several deals in that area. We also funded a number of IT deals in those times when money was extremely scarce. These deals involved some very good entrepreneurs who were starting out their next venture and who understood the long-term nature of this process. As a result, we achieved good diversification of the fund over time, which we think is essential.

Anthony: Why has Canaan remained very active in early stage investing after the bubble burst when many other VCs have shied away from this segment?

John: We thought it was important to be on the ground floor of new opportunities when early stage companies got started. Frankly, our deal flow was showing us a number of really good companies. As people pulled back during the downturn, in reaction to the marketplace, we found good entrepreneurs undaunted by the prevailing macro effects. They discussed their idea first with a selective group of strong VC firms. The objective of those entrepreneurs was to 1) get a validation of their idea, and 2) determine whether these venture firms would fund them from start to finish as they built their syndicate. Because we’ve been around for so long and our network is so vast, we had the opportunity to work with entrepreneurs who had built companies in the past, who had very strong industry knowledge and who wanted to build towards that next thing. So innovation never stops, regardless of the economic climate. In fact, people talk about how the best companies are built in some of the toughest times. That’s because tough times tend to bring out those types of entrepreneurs.

Anthony: What are your main sources of deal flow?

John: Our deal flow originates primarily from our relationships and our network. Our investment professionals continually work all the relationships we have from the portfolio companies we’ve built through the years. Canaan has been around as an independent firm since 1987. We started before that in the early 80’s as part of GE. With that comes a wide network of relationships. We also build new ones working with different networks from universities, foundations, and entrepreneurial syndicates. Existing contacts as well as new ones have all proven to be good sources of deal flow.

Anthony: Would you consider investing in companies founded by first time entrepreneurs? If so, how should they approach you?

John: We certainly would. The important ingredients in a company are a great market opportunity, a differentiating technology, and obviously good people to execute the plan. For first time entrepreneurs, it is imperative they surround themselves with good people, including venture partners, to help them build their company. So we generally look at the members of the team, and see who else we can surround them with so they can succeed.

As to how they should approach us, we tell people that cold calling or just sending an unsolicited business plan won’t get you noticed by our firm. The best way to connect with any venture firm is by referral. Entrepreneurs should network with someone who has relationships with venture firms. The person who has helped them flesh out their ideas may feel comfortable enough referring them to a venture firm. So it’s almost a first stage litmus test for that entrepreneur. We receive thousands of business plans. You naturally pay attention to those that are referred by someone you know.

Anthony: How important a role are angels currently playing in supporting the growth of seed and early stage ventures?

John: I think angels have always been around this area. They became more vibrant during the boom, when money was plentiful and the excitement of entrepreneurship was in a euphoric state. Today, they have pulled in their reins somewhat because they are more cognizant of the risk side of venture investing. This situation is not unlike what it was prior to the boom.

Nonetheless, there is still some capital available from angels. If an entrepreneurial team has some prior experience with start-ups, they’ll either find financing themselves, or they’ll find a small group of people to get the company going. This is where some of the angel investing takes place. However, we’ve also found that some good start-ups will go directly to a venture firm. There are a number of venture firms, like us, that will invest in a start-up from the seed stage if they know the team. A lot of press gets written about how money is tight now and how venture firms will never do seed investing. Actually they always have. People just haven’t always noticed it. The seed deals that have been done by venture firms happen to be those where the team has been pulled together quite well. Many venture firms have Executives in Residence (EIR) programs, which help develop seed opportunities.

Anthony: What's hot and what's not in VC investing today?

John: Security has a lot of buzz. Our viewpoint is to be very judicious. This can be a very lucrative space, but can also be very difficult for the customer to adopt because of its complexity. The Mobile space has had some false starts, but there are more investors interested in it as communications capabilities become available. Other hot areas are Linux/open source, analytics and grid computing.

The communication space has gone through a big downturn. We’re starting to see some activity in the wireless space and some infrastructure applications that investors are funding. WiMAX is one example. However, this is all happening with a great deal of caution.

Nanotechnology has enjoyed a fair amount of buzz too. Our viewpoint is that nanotechnology is an enabling technology. It will evidence itself through a number of different products or systems that could end up in the medical and information technology spaces. This is somewhat similar to the laser, which was an enabling technology. There wasn’t a single laser company per se, but there were companies that used that technology to build a variety of medical, communication and information technology products. Nanotechnology will appear in many different areas, but what we’re looking for is its manifestation in a particular product or service that has a competitive advantage over its peers.

There are many opportunities in the medical space as the big pharmaceutical companies experience difficulty developing new products. Medical devices are also rich with opportunities on a selective basis.

What’s not in vogue: Storage was a big area for a while. Right now it seems to have been overdone, which is causing some pullback. Also, the large enterprise software applications space is extremely difficult right now. Investors are starting to pay closer attention to more efficient application sets. With the advent of companies like Salesforce.com going public, people are waking up to the next generation of ASPs that were built from the ground up.

Anthony: What criteria do you use to tell a winner from a loser during the pre-investment screening process?

John: That’s a million dollar question. I wish I knew the exact answer. Frankly, every opportunity we consider has a different DNA. We typically look at the market opportunity, the technology you need to bring to bear to take advantage of it, the people involved to capitalize on it, and the amount of capital necessary to penetrate the market. When entrepreneurs pass the litmus test on all those categories, they have a venture that is fundable. There’s never any one criteria. It’s easier to point to deals we didn’t invest in. Often, the market is not ready to be exploited, the technology is not as discernable as the entrepreneur would like to believe, or investors don’t have confidence that the team can carry the company far enough to be successful. The market issue is certainly a key one.

Anthony: How do you use the financial plan in your assessment of an investment candidate?

John: There are different ways of looking at the financial plans of companies depending on their stage of development. In very early stage start-ups, we use the financial plan to get a sense of the cost of reaching certain milestones. How cognizant is the entrepreneur and his/her team of the milestones necessary to drive success so you can secure more capital? As the company matures, the financial plan is used to assess capital efficiency: is the company adding the right headcount at the right time or is it overspending? In today’s game, since money is no longer as plentiful as it used to be, entrepreneurs have to sharpen their pencils and use capital efficiently. We tell entrepreneurs that it’s always best to get good financial planning up-front. If you can afford it, bring in people who know how to do it, so you start with the right system early on. Experienced entrepreneurs tend to be better at it. Those with less experience need more help.

Anthony: Can you describe your valuation methodology?

John: At Canaan, we are interested in companies that will first and foremost be strong as independent companies, have a breakout value at a public offering, and have legs beyond the IPO. If they get acquired along the way, that’s fine so long as the valuation is strong. But we avoid “feature” companies, which are typically acquisition candidates and have compressed valuations, except for some rare cases.

In today’s market, discounting outliers like Google with high numbers, the norm for pre-money valuation at IPO is in the $100M-$150M range, depending on the space. Using that as a baseline, we work our model by analyzing:

  1. How big an opportunity can the company have?
     
  2. What kind of revenue stream will it create in 3 to 5 years if it’s an early stage company?
     
  3. Will the space remain attractive in the marketplace?
     
  4. What could the company be valued at in the public markets?
     
  5. How much total capital will it take to fund the company through financial independence?
     
  6. Will the company be able to achieve adequate performance to attract subsequent financing rounds?
     
  7. How does the company compare with its peers?

The important thing is not to let valuations get ahead of the company’s progress. It’s a very painful process working backwards to reset your capital structure. Try to be as pragmatic as you can in valuing a company so that growth and achievement can be rewarded but not at the expense of hurting the company’s progress as it moves forward. Keep in mind that expectations about valuation can change in the public markets as well as in the private markets at any point in time.

I should bring up a couple of other points that impact valuation. Historically, when you considered the slew of companies that were funded by venture firms, out of ten companies, 1 or 2 generated 10X+ return, another 3 to 5 returned some multiple on your money, and the remainder returned your money or lost capital. During the boom time, that whole risk curve shifted in favor of a larger percentage of companies producing higher returns. However, we are now back to those types of metrics, which are taken into account in the valuation exercise. Also, round to round markups of 3X and 4X were customary during the boom. Now 2X markups are great, which is more consistent with the pre-boom era. Finally, we like to have at least 15% ownership in our portfolio companies. We’re averaging somewhere close to 18% to 20%, with some deals reaching 30% to over 50%.

Anthony: How long do you typically keep a company in your portfolio? And what is your preferred exit strategy?

John: Typically, a start-up company needs 4 to 6 years to reach fruition. It all depends on what stage you invest in. At Canaan, we’re not momentum investors. We aim to invest in companies that build value over time. When you invest in a later stage company, you obviously try to shorten the time to liquidity, but then you’re paying a higher valuation. So it’s a balancing act.

Anthony: Do you have any pet peeves when it comes to start-up entrepreneurs?

John: Entrepreneurs who do not do their homework. Even to this day, we sometimes find serial entrepreneurs who forget to do the hard work of analyzing the market and checking out the competition. You must ask yourself all the hard questions, so you’ll be prepared for the difficult questions the venture capitalists, and for that matter, your customers, will ask you. That’s the litmus test that all companies must face: will the customer buy the product and embrace it? While you may never have all the answers, you need to be prepared for the marathon so you’re not caught in midstream.

Also, entrepreneurs who are not realistic about expectations. You need to be realistic without being too conservative, as conservatism stifles innovation. Also have strong communications skills and give people feedback.

Finally, we are turned off by entrepreneurs who play different firms against each other. Competition is great, but deception is not. We are experienced enough to detect those signs even when people try to cover them up. We will not play those games. I find the way people act during the time of funding says a lot about how they will act later. This is like a marriage, and the interactions we have in the course of the funding transaction are very telling signs of the way people will react when you’re working with them on a difficult situation within the board, or during some transition in the company. We like for everyone to be as honest and as straightforward as possible.

Anthony: Do you have any thoughts on bootstrapping?

John: Do your homework before you start turning the lights on in a place, or hiring some people, because all of a sudden, that will start the drain of capital. The best way to bootstrap is to first do your homework while employed. Do as much work you can at night with your potential team before you step off. At some point you will have to make the move. If you don’t have your own capital, talk to one of us. There are always people we know who might be able to help. If your idea is better fleshed out than you think, you may be able to get funding.

Anthony: What advice would you give today's entrepreneurs?

John: My advice has been partly conveyed in the question about pet peeves. In essence, do your homework and manage your expectations. In addition, you should surround yourself with good people and hire talent that is smarter than you. The good thing about being in Silicon Valley is that there is a broad network of experienced professionals who still like the business and are willing to help out at different levels, and you can capture that.

Avoid taking too much money too early. Too much money can create bad habits and is expensive at an early stage. And pick venture firms whose investment cycle coincides with your funding plan horizon, so they have funds available for your subsequent financings. You don’t want to be their last deal. Look for those who’ll provide staying power.

Finally, don’t embark on this road unless you are willing to walk down a 3 to 6 year path. And it won’t be over then, since the IPO is not the end of the journey. It’s just a financing event from which you hope to build a very successful company. So you have to really love the vision of what the company is going to achieve. Think long term. Good counsel is available and willing to help, and capital is available. The key is getting people who are willing to dig in and do the hard work to create value.

Bio

John Balen joined Canaan Partners in 1995, and serves as General Partner in the firm's Menlo Park, California office. He is primarily focused on investments in information technology companies.

Prior to joining Canaan, John served as a Managing Director of Horsley Bridge Partners, a multi-billion dollar private equity investment firm headquartered in San Francisco, California. During his nine-year tenure at Horsley Bridge Partners, he was responsible for a wide spectrum of investments in high technology companies, venture capital partnerships and buyout partnerships. Earlier in his career, he was a sales applications engineer at Codenoll Technology Corporation, a fiber communications start-up, and an engineer at Digital Equipment Corporation. John received a BS in electrical engineering and an MBA from Cornell University. He currently serves on the boards of Command Audio, Commerce One, Dexterra, Echopass, Everdream, ID Analytics, Istante Software, and Silicon Optix. He previously served on the boards of Rightpoint, which was acquired by E.piphany, and Intraware.

 
  Featured Article– The Mechanics of Preferred Stock Financing

Today’s article discusses the mechanics of a financing transaction using a simple funding example. This is a timely topic given that the current and next month’s issues of Propel Your Venture are focused on fundraising and venture capital. Please don’t hesitate to drop me a note, if you have any questions.

Let’s consider a brand new start-up, A Preferred Startup. Its 2 founders, first time entrepreneurs Jane and John, incorporate the venture with 2,750,000 founder shares each at $.001/share. They fund the company with $5,500 (5,500,000 x $.001), which will certainly not get them very far. However, having mastered the art of bootstrapping, they are able to achieve a number of important milestones with a small team of engineers purely on sweat equity. To that effect, they create a stock option pool of 1,400,000 shares. At this point, the ownership structure of the company is as follows:

Armed with a strong team, a proof of concept, and a large market opportunity, they are able to attract a Series A Preferred investment of $1,500,000 from an early stage venture firm (ESVC - $1.2M), and 2 angels (Donna - $180K, and George - $120K) at a pre-money valuation of $2,250,000. In other words, the company is valued at $2,250,000 immediately prior to the close of the financing transaction. Its post-money valuation is $3,750,000, the sum of the pre-money valuation and the amount invested. The investors would end up owning 40% ($1,500,000/$3,750,000) of the company, and the founders and employees would own 60%. Please note that the valuation of an early stage startup is often driven by qualitative considerations from the investor's point of view, especially in a buyer’s market. As the company reaches later stages of development, more quantitative metrics are relied upon to derive valuation.

The founders have agreed with the investors to increase the stock option pool from 1,400,000 shares to 2,000,000 shares in order to continue to retain and attract good talent. Prior to the close of the Series A transaction, only 900,000 shares had been granted out of the stock option pool, 120,000 of which had been exercised at the exercise price of 1c/share. Also, the founders’ shares were not fully vested. The ownership structure just before the Series A funding event is now as follows:

Based on the above table, the price per share is $0.30, which is derived by dividing the pre-money valuation of $2,250,000 by 7,500,000, the total common shares outstanding and those reserved for the stock option pool prior to the close of the transaction. Please note how the entire option pool is included in the computation of the valuation although not all options in the pool have been granted, and not all options granted have been exercised. Also, the total founders’ stock is included in the ownership table, while these are typically restricted shares which were not fully vested at the time of the transaction.

The Series A investors will receive 5,000,000 shares (investment of $1,500,000 divided by the price per share of $0.30). The total shares outstanding and those reserved for the option pool are now 12,500,000. The post-money capital structure of the company is as follows:

*The option pool includes options that may have been granted but not exercised and shares that may not have been granted.

The founders’ shares, initially valued at $5,500, have been revalued in this round of financing at $1,650,000 (5,500,000 shares times $0.30/share). This is a 300X multiple, although only on paper, since at this stage there is no obvious liquidity path for their investment.

We now have all the elements to develop A Preferred Startup’s capitalization table (cap table), which details the ownership of the company before and after the funding event:

You can apply a similar approach to subsequent rounds of financing. Keep in mind that things can get more complicated in certain cases, including events involving down rounds, warrant coverage or other factors triggering the issuance of additional shares, or rights to buy shares to a certain class of shareholders.

 
  Bonus Article– Protect Your Business—and Save Money: Manage Your Risk Profile by Charles T. Wilson, CRM

Do duct tape and plastic sheeting form the cornerstone of your business security and protection plan? Were things ever that simple?

Here’s the real question: How do you handle skyrocketing insurance premiums?

If you take a common-sense approach to risk management, you can significantly reduce your risks, minimize your potential losses and save on insurance.

Manage Your Risk Profile

Insurers rely on a “Risk Profile”—a snapshot of your company’s vulnerability—when they review and price your policy. Improving this picture is key to getting a better deal. Here’s how to put your best foot forward.

Start by listing your most important risks. Ask your employees, customers and investors about the risks in your business that make them nervous. You’ll gain valuable input and foster a deeper sense of partnership with these key associates. Then, focus on these critical areas:

Your internal risks need constant attention:

  • Clean up your premises. Remove fire hazards, post no-smoking signs in exterior work areas and enforce rules.
     
  • Vitalize your Safety Program.Compare with others in your industry, make improvements to your program and monitor the results.
     
  • Assign dollar values to your assets carefully and consistently. Fill out a Business Interruption application with your accountant and risk manager or broker so you can prove your loss if business records are destroyed. Then videotape a walk-through of your premises and keep copies of all these supporting documents in a secure offsite location.
     
  • Retain records for at least five years. Archive payrolls, sales records, expired insurance policies and loss reports in confidential storage. (Keep Liability policies forever!)

Data and employee risks can become a nightmare:

  • Test your data-security measures (and keep them updated). Protect company, employee and customer data from both external hackers and internal malcontents.
     
  • Safeguard tested backups of data offsite. Save copies of financial and personnel records, as well as customer and vendor information.
     
  • Keep employee policies and handbooks up-to-date. Include job descriptions, personnel forms, interview question guides and employee training data.

External risks are often overlooked:

  • Get insurance certificates from vendors who work at or make deliveries to your premises; get safe-work statements from vendors who perform potentially hazardous work, such as welding.
     
  • Create emergency management plans for major disasters—natural or man-made; assemble and prepare a team to step in immediately with an action plan. Conduct a drill.
     
  • Draft crisis communication messages for your customers, suppliers, employees and the media. Prepare several versions for different loss scenarios (for example: product recall, privacy breach or a lawsuit). Be prepared to talk frankly about what happened, what you’re doing about it, and how to contact you for business. When in doubt, seek a legal review.

If you’re proactive about security and asset protection, your insurer will notice. By looking better than others in your industry, your reward could be lower premiums. And, your diligence will prevent many losses from occurring.

Take these common-sense steps to risk management, and you’ll reduce your vulnerability, minimize potential losses, and save money.

This article first appeared in The Journal of Practical Business Ideas, volume IV, no. 3

©2003-2004 RiskSmart Solutions™. All rights reserved.

Charles T. Wilson, founder of RiskSmart Solutions, is a risk management consultant and insurance expert - who does not sell insurance! He provides small and mid-size business owners with independent, objective advice on how to gain maximum value from their insurance programs through effective loss prevention and crisis management planning. He can be reached at 510-685-3883 or charles@risksmartsolutions.com.

 
  Sneak Preview of Next Month’s Issue

It’s an Art - It’s the Art of the Start. In next month's interview, Bill Reichert, Managing Director of Garage Technology Ventures, will discuss various aspects of the art of starting a new venture, from identifying whether an idea is fundable, to bootstrapping and fundraising. Don’t miss the next issue!

 
  About Venture Momentum

At Venture Momentum, Inc., we work with start-up entrepreneurs who wrestle with finance and accounting. We help them put together the pieces of their financial puzzle by providing a solid foundation from which to successfully raise capital, manage growth and achieve liquidity. To learn more, give me a call at 1.415.897.0195 or visit http://www.venturemomentum.com.


Disclaimer: The information in the e-zine (the "Information") is current as of the date of the issue shown at the top of the e-zine. The Information is intended solely to illustrate general concepts and guidelines on various business subjects. It may not apply to specific situations. The Information does not constitute accounting, financial, tax, legal or other professional advice. You are urged to consult with a qualified professional who can understand your specific situation and advise you accordingly. No Information creates a warranty. All Information and links to other websites are provided on an ‘as-is’ basis without any warranties, express or implied, including warranties of merchantability or fitness for a particular purpose. In no event shall Venture Momentum, Inc., its authors, publishers, contributors and editors be liable for any indirect, incidental, special, consequential, or punitive damages of any kind whatsoever arising out of your use of this e-zine, the Information, and/or links to other websites regardless of the cause of action.
 
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