Early Stage Funding and My New Set of Allergies…
NickN| April 28, 2009 10:27 amReady for some new-found religious fervor? This was conjured up by a combination of recent events, ancient history and good old fashioned navel gazing while my newest daughter gets the hang of sleeping through the night.
In short, I believe I’ve become allergic to early stage funding, especially VC funding. Before I get to the nitty gritty, I should state for the record that there are a number of VCs I’ve met that I have a great deal of respect for. They add a lot of value to the companies they fund and the world is definitely a better place with them around. But I am increasingly convinced that early stage VC funding is simply a terrible idea for the vast majority of startups.
I’ll get to the kinds of companies that might need VC money in a bit. First, let me run through three recent events that triggered my new found allergies.
EVENT 1 — OMG, SERIOUSLY??
On April 18, Venturebeat had a great article about the state of Venture Financing deal terms. Here’s a juicy exerpt:
In recent months we have seen a resurgence of term sheets calling for preferred stock with a senior liquidation multiple (e.g., 2-3 times an investor’s initial investment), often together with “full participation” with common stock after the liquidation preference is paid out. This means that when a company is sold, the holder of preferred stock (i.e., venture investors) will be entitled to 2-3 times its initial investment before any holders of common stock (i.e., founders and employees) receive proceeds, and then will share any remaining proceeds with the common holders on a pro rata basis.
Let’s do the math here. Say a VC puts $2M into your company based on a $4M pre-money valuation i.e. they own 1/3 of the company when the deal is done. Along comes an exit offer for $30M. Normally you might wait, but in today’s uncertain times you decide to take the deal. You might think that 1/3 goes to the VC and the remaining $20M goes to you and your buddies… But not if you’re stuck with the newly resurgent liquidation multiples. Under the kind of terms mentioned above, $6M comes off the top to the VC, leaving $24M, of which $8M (1/3) also goes to the VC (and possibly more depending on all kinds of details in your deal). So out of $30M, $14M is gone before anyone on the team gets a look in. That’s also before legal costs and other gems that will quickly eat through the balance. If you’re holding 5-10% of the company, you might have been expecting to see $1.5-3M from the deal. In reality you’re looking at a best case of $1.2-2.4M, or 80% of what you expected.
Okay, $1.2M doesn’t sound so bad, right? But wait… You probably had options so that there were vesting periods etc. If you’re holding options instead of actual stock, you’ll be paying personal tax rates, not capital gains tax rates. The difference can be a lot. Personal tax will be 35% at the Federal level and you can bet your state will want a bite too. So already your $1.2M is down to $700k or less.
Now I know that $700k is nothing to sniff at, but if you went in to the deal thinking you were going to get $1.5M, you’d probably be pissed off. And when you consider all of the effort that goes in to a start up, the lower salary you made and the opportunity cost of not being elsewhere it starts to look a lot less attractive. $700k is nice, but it’s not going to change your life. You might be able to pay off your mortgage but you’re not going to retire…
And remember, my assumption was that you held on to 5-10% of the company, which means you were most likely a co-founder and have been at this for 3-4 years…
EVENT 2 — OMG, SERIOUSLY?? PART 2…
A colleague of mine recently had his company torpedoed by a wayward investor. The investor allegedly committed fraud and so the rest of his two-part investment evaporated overnight. That left the companyunable to fund their day to day operations and in the current economic climate no one would lend them money. And this was a reputable investor with references…
Instant death by insolvency. Ouch.
EVENT 3 — OH THE PAIN…
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