 
How To Calculate A Return On Investment

The Gotham Gal and I make a fair number of non-tech angel investments. Things like media, food products, restaurants, music, local real estate, local businesses. In these investments we are usually backing an entrepreneur we've gotten to know who delivers products to the market that we use and love. The Gotham Gal runs this part of our investment portfolio with some involvement by me.

As I look over the business plans and projections that these entrepreneurs share with us, one thing I constantly see is a lack of sophistication in calculating the investor's return.

Here's the typical presentation I see:

The entrepreneur needs $400k to start the business, believes he/she can return to the investors $100k per year, and therefore will generate a 25% return on investment. That is correct if the business lasts forever and produces $100k for the investors year after year after year.

But many businesses, probably most businesses, have a finite life. A restaurant may have a few good years but then lose its clientele and go out of business. A media product might do well for a decade but then lose its way and fold.

And most businesses are unlikely to produce exactly $100k every year to the investors. Some businesses will grow the profits year after year. Others might see the profits decline as the business matures and heads out of business.

So the proper way to calculate a return is using the "cash flow method". Here's how you do it.

1) Get a spreadsheet, excel will do, although increasingly I recommend google docs spreadsheet because it's simpler to share with others.

2) Lay out along a single row a number of years. I would suggest ten years to start.

3) In the first year show the total investment required as a negative number (because the investors are sending their money to you).

4) In the first through tenth years, show the returns to the investors (after your share). This should be a positive number.

5) Then add those two rows together to get a "net cash flow" number.

6) Sum up the totals of all ten years to get total money in, total money back, and net profit.

7) Then calculate two numbers. The "multiple" is the total money back divided by the total money in. And then using the "IRR" function, calculate an annual return number.

Here's what it should look like:

Here's a link to google docs where I've posted this example. It is public so everyone can play around with it and see how the formulas work.

It's worth looking for a minute at the theoretical example. The investors put in $400k, get $100k back for four years in a row (which gets them their money back), but then the business declines and eventually goes out of business in its seventh year. The annual rate of return on the $400k turns out to be 14% and the total multiple is 1.3x.

That's not a bad outcome for a personal investment in a local business you want to support. It sure beats the returns you'll get on a money market fund. But it is not a 25% return and should not be marketed as such.

I hope this helps. You don't need to get a finance MBA to be able to do this kind of thing. It's actually not that hard once you do it a few times.

# The Present Value Of Future Cash Flows

My friend Pravin sent me an email last week after my "How To Calculate A Return On Investment" post. He said:

_I wish there was a class that I could take that would teach me how to properly research stocks/companies for investment purposes and how that could be made into a private tutoring business. It'd be for people like me, people who didn't go to school for business but still are interested in understanding all the jargon, methods of investing, etc and how to apply it to a buy and hold strategy._

Pravin then went on to say that the post I wrote was exactly the kind of thing he was looking for and that he'd like to see me do more of it. So with that preface, I'd like to announce a new series here at AVC. I'm calling it "MBA Mondays". Every monday I'll write a post that is about a topic I learned in business school. I'll keep it dead simple (many people thought my ROI post last week was too simple). And I'll try to connect it to some real world experience.

I'll start with the topic Pravin wanted some help with: how to value stocks, what they are worth today, and what they could be worth in the future. This topic will take weeks of MBA Mondays to work through but we'll start with a fundamental concept, the present value of future cash flows.

I was taught, and I believe with all my head and heart, that companies are worth the "present value" of "future cash flows". What that means is if you could know with certainty the exact amount of cash earnings that the company will produce from now until eternity, you could lay those cash flows out and then using some interest rate that reflects the time value of money, you could calculate what you'd pay today for those future cash flows.

Let's make it really simple. You want to buy the apartment next to you for investment purposes. It rents for $1000/month. It costs $200/month to maintain. So it produces $800/month of "cash flow". Let's leave aside inflation, rent increases, cost increases, etc and assume for this post that it will always produce $800/month of cash flow.

And let's say that you will accept a 10% annual return on your investment. There are a multitude of reasons why you'll accept different interest rates for different investments, but we'll just use 10% for this one.

Once you know the cash flow ($800/month) and the interest rate (also called the "discount rate"), you can calculate present value. And this example is as easy as it gets because the cash flow doesn't change and the interest rate is 10%.

The annual cash flow is $9,600 (12 x $800) and if you want to earn 10% on your money every year, you can pay $96,000 for the apartment. In order to check the math, let's calculate 10% of $96,000. That's $9,600 per year.

In practice, it is never this simple. Cash flows will vary year after year. You'll have to lay them out in a spreadsheet and do a present value analysis. We'll do that next week.

But it is the principle here that is important. Companies (and other investments) are worth the "present value" of all the cash you'll earn from them in the future. You can't just add up all that cash because a dollar tomorrow (or ten years from now) is worth less than a dollar you have in your pocket. So you need to "discount" the future cash flows by an acceptable rate of interest.

That basic concept is the bedrock of all valuation concepts in finance. It can get incredibly complex, way beyond my ability to calculate or even explain. But you have to understand this concept before you can go further. I hope you do. Next week we'll look at using spreadsheets to calculate present values.

# The Time Value Of Money

It's Monday, time for MBA Mondays.

Last week, I posted about The Present Value Of Future Cash Flows and in the comments Pascal-Emmanuel Gobry wrote:

_That being said, before even covering NPV, I would have first talked about the time value of money. To me, time value of money is one of the top 3 concepts that blew my mind in business school and that should be common knowledge. When you think about it, all of finance, but also much of business, is underpinned by that. Once you understand time value of money, you understand opportunity costs, you understand sunk costs, you just view the world in a whole different light._

PEG is right. We have to talk about the Time Value Of Money and it was a mistake to dive into concepts like Present Value and Discount Rates before doing that. So we'll hit the rewind button and go back to the start. Here it goes.

**Money today is generally worth more than money tomorrow**. As another commenter to last week's post put it "you can't buy beer tonight with next year's earnings". Money in your pocket, cash in hand, is worth more than cash that you don't actually have in hand. If you think about it that simply, everyone can agree that they'd rather have the cash in hand than the promise of the same amount at some later day.

And interest rates are used to calculate exactly how much more the money is worth today than tomorrow. Let's say that you'd take $900 today instead of $1000 exactly a year from now. That means you'd accept a 11.1% "discount rate" on that transaction. I calculated that as follows:

1) I calculated how much of a "discount" you would take in order to get the money today versus next year. That is $1000 less $900, or $100

2) I then divided the discount by the amount you'd take today. That is $100/$900, which is 11.1%.

This transaction could be modeled out the other way. Let's say you are willing to loan a friend $900 and you agree that he'll pay you an interest rate of 11.1%. You multiply $900 times 11.1%, you get $100 of total interest, and add that to the $900 and calculate that he'll pay you back $1000 a year from now.

As you can tell from the way I talked about them, interest rates and discount rates are generally the same thing. There are technical differences, but both represent a rate of increase in the time value of money.

So if the interest rate describes the time value of money, then the higher it is, the more valuable money is in your hands and the less valuable money is down the road.

There are multiple reasons that money can be more valuable today than tomorrow. Let's talk about two of them.

1) Inflation – This is a complicated topic that we are not going to get into in detail here. But I need to at least mention it. When prices of things rise faster than they should, we call that inflation. It can be caused by a number of things, most often when the supply of money is rising faster than is sustainable. But the important thing to note is that if a house that costs $100,000 today is going to cost $120,000 next year, that represents 20% inflation and you'd want to earn 20% on your money every year to compensate you for that inflation. You'd want a 20% interest rate on your cash to be compensated for that inflation.

2) Risk – If your money is in a federally guaranteed bank deposit for a year, you might accept 2% interest on it. If it is invested in your friend's startup, you might want a double on your money in a year. Why the difference between a 2% interest rate and a 100% interest rate? Risk. You know you are getting the money in the bank back. You are pretty sure you aren't getting the money back that you invested in your friend's startup and want to get a lot back if it works out.

So let's deconstruct interest rates a bit to parse these different reasons out of them.

Let's say the current rate of interest on a one year treasury bill (a note sold by the US Gov't that is federally guaranteed) is paying a rate of interest of 3%. That is an important rate to pay attention to. Because it is a one year interest rate on a risk free instrument (assuming that the US Gov't is solvent and always will be). We will assume for now that is true. So the "risk free rate" is 3%. That is the rate that the "market" says we should be accepting for a one year instrument with no risk.

Now let's take inflation into account. If the Consumer Price Index (the CPI) says that costs are rising 2.5% year over year, then we can say that the one year inflation rate is 2.5%. It can get a lot more complicated than this, but many real estate leases use the CPI so we can use it too. If you subtract the inflation rate from the risk free rate, you get something called the "real interest rate". In our example, that would be 0.5% (3% minus 2.5%). And we call the 3% rate, the "nominal rate".

Now let's take risk into account. Let's say you can find a corporate bond in the bond market that is coming due next year and will pay $1000 and it is trading for $900 right now. We know from the example that we started with that it is "paying" a discount rate of 11.1% for the next year. If we subtract the 3% risk free rate of interest from the 11.1%, we can determine that market is demanding a "risk premium" of 8.1% over the risk free rate for this bond. That means that not everyone thinks that this company is going to be able to pay back the bond in full, but most people do.

Ok, so hopefully you'll see that interest rates and discount rates have components to them. In its simplest form, and interest rate is composed of the risk free rate plus an inflation premium plus a risk premium. In our examples, the risk free "real" interest rate is 0.5%, the inflation premium is 2.5%, and the risk premium on the corporate bond is 8.1%. Add all of those together, and you get the 11.1% rate that is the discount rate the corporate bond trades at in the markets.

Which leads me to my final point. Markets set rates. Banks don't and governments don't. Banks and governments certainly impact rates and governments can do a lot to impact rates and they do all the time. But at the end of the day it is you and me and it is the traders, both speculators and hedgers, who determine how much of a discount we'll accept to get our money now and how much interest we'll want to wait another year. It is the sum total of all of these transactions that create the market and the market sets rates and they change every second and always will (at least in a capitalist system).

That was tough to do in a blog post. It's a very simple concept but very powerful and as Pascal-Emmanuel said, it is fundamental to all of finance. I hope I explained it well. It's important to understand this one.

# Compounding Interest

It's time for MBA Mondays again. For the third week in a row, the topic of the post has been suggested by a reader. Last week, Elia Freedman wrote:

_"A suggestion for your next post. The logical follow-on is to explain the second half of the TVM (time value of money), which is compounding interest."_

Before I address the issue of compounding interest, I'd like to recognize two things about the MBA Monday series. The first is that each post has a very rich comment thread attached to it. If you are seriously interested in learning this stuff, you would be well served to take the time to read the comments and the replies to them, including mine. The second is that the readers are building the curriculum for me. Each post has resulted in at least one suggestion for the next week's post. I dove into MBA Mondays without thinking through the logical progression of topics. At this point, I'm just going to run with whatever people suggest and try to assemble it on the fly. It's working well so far. So if you have a suggestion for next week's topic, or any topic, please leave a comment.

Last week, I described interest as the rate of change in the time value of money. And we broke interest rates down into the real rate, the inflation factor, and the risk factor. And we calculated that if you invested $900 today at an 11.1% rate of interest, you'd end up with $1000 a year from now.

But what happens if you wait a few years to get your money back and receive annual interest payments along the way? Let's say you invest the same $900, receive $100 each year for four years, and then in the last year, you receive $1000 (your $900 back plus the final year's $100 interest payment).

There are two scenarios here and they depend on what you do with the annual interest payments.

In the first scenario, you pocket the cash and do something else with it. In that scenario, you will realize the 11.1% rate of interest that you would have realized had you taken the $1000 one year later. It's basically the same deal, just with a longer time horizon. And your total proceeds on your $900 investment are $1400 (your $900 return of "principal" plus five $100 interest payments).

In the second scenario, you reinvest the interest payments at 11.1% each year and take a final payment in year five. If you reinvest each interest payment at 11.1% interest, at the end of year five, you will receive $1524 as your final payment. Notice that the total proceeds in this scenario are $124 higher than in the other scenario. That is because you reinvested the interest payments instead of pocketing them.

Both scenarios produce a "rate of return" of 11.1%. If you look at this google spreadsheet, you can see how these two scenarios map out. And you can see the calculation of total profit and "internal rate of return".

The fact that you make a larger profit on one versus the other at the same "rate of interest" shows the power of compounding interest. It really helps if you reinvest your interest payments instead of pocketing them. While $124 over five years doesn't seem like much, let's look at the power of compounding interest over a longer horizon.

Let's say you inherit $100,000 around the time you graduate from college. Instead of spending it on something, you decide to invest it for your retirement 45 years later. If you invest it at the 11.1% rate of interest that we've been using, the differences between pocketing the $11,100 you'd get each year and reinvesting it are HUGE.

If you pocket the $11,000 of interest each year, you will receive $599,500 on your $100,000 investment over 45 years.

But if you reinvest the $11,000 of interest each year at 11.1% interest, you will receive $11.4 million dollars when you retire. That's right. $11.4 million dollars versus $599,500. That is the power of compounding interest over a long period of time.

You can see how this models out in this google spreadsheet (sheets two and three).

Now let's tie this issue to startups and venture capital. Venture capital investments are often held for a fairly long time. I am currently serving on several boards of companies that my prior firm, Flatiron Partners, invested in during 1999 and 2000. Our hold periods for these investments are into their second decade. Of course not every venture capital investment lasts a decade or more. But the average hold period for a venture capital investment tends to be about seven or eight years.

And during those seven to eight years, there are no annual interest payments. So when you calculate the rate of return on the investment, the spreadsheet looks like this. It's a compound interest situation.

If you go back to the $100,000 over 45 years example, you'll see that a return of 114x your money over 45 years produces the same "return" as 6x your money with annual interest payments.

The differences are not as great over seven or eight years but they are made greater by virtue of the fact that VCs seek to make 40-50% annual rates of return on their capital. If you read last week's post, you'll know that comes from the risk factor involved. The more risk an investment has, the higher rate of return an investor will require on their money in a successful outcome.

If you want to generate a 50% rate of return compounded over eight years on $100,000, you will need to return $2.562 million, or 25.6x your investment. See this google spreadsheet (sheet 4) for the details.

The good news is that most venture capital investments are made over time, not all at once in the first year. So the "hold periods" on the later rounds are not as long and make this math a bit easier on everyone involved (maybe a topic for next week or some other time?).

But as you can see, compounding interest over any length of time increases significantly the amount of money you need to return in order to pay the same rate of return as a security with annual interest payments. There are two big takeaways here. The first is if you are an investor, you should reinvest your interest payments instead of spending them. It makes a huge difference on the outcome of your investment. The second is if you are an entrepreneur, you should take as little money as you can at the start and always understand that your investors are seeking a return and that the time value of money compounds and makes your job as the producer of that return particularly hard.

# Corporate Entities

I'm taking a turn on MBA Mondays today. We are moving past the concepts of interest and time value of money and moving into the world of corporations. Today, I'd like to talk about what kinds of entities you might encounter in the world of business.

First off, you don't have to incorporate to be in business. There are many people who run a business and don't incorporate. A good example of this are many of the sellers on Etsy. They make things, sell them, receive the income, and pay the taxes as part of their personal returns.

But there are three big reasons you'll want to consider incorporating; liability, taxes, and investment. And the kind of corporate entity you create depends on where you want to come out on all three of those factors.

I'd like to say at this point that I am not a lawyer or a tax advisor and that if you are planning on incorporating, I would recommend consulting both before making any decisions. I hope that we'll get both lawyers and tax advisors commenting on this post and adding to the discussion of these issues. I'll also say that this post is entirely based on US law and that it does not attempt to discuss international law.

With that said, here goes.

When you start a business, it is important to recognize that it will eventually be something entirely different than you. You won't own all of it. You won't want to be liable for everything that the company does. And you won't want to pay taxes on its profits.

Creating a company is implicitly recognizing those things. It is putting a buffer between you and the business in some important ways.

Let's talk first about liability. When you create a company, you can limit your liability for actions of the corporation. Those actions can be for things like bills (called accounts payable in accounting parlance), promises made (like services to be rendered), and lawsuits. This is an incredibly important concept and the reason that most lawyers advise their clients to incorporate as soon as possible. You don't want to put yourself and your family at personal risk for the activities you undertake in your business. It's not prudent or expected in our society.

Taxes are the next thing most people think about when incorporating. There are two basic kinds of corporate entities for taxes; "flow through entities" and "tax paying entities." Here is the difference. Flow through corporate entities don't pay taxes, they pass the income (and tax paying obligation) through to the owners of the business. Tax paying entities pay the taxes at the corporate level and the owners have no obligation for the taxes owed. Your neighborhood restaurant is probably a "flow through entity." Google is a tax paying entity. When you buy 100 shares of Google, you are not going to get a tax bill for your share of their earnings at the end of the year.

And then there is investment/ownership. Even before we talk about investment, there is the issue of business partners. Let's say you want to split the ownership of your business 50/50 with someone else. You have to incorporate to create the entity that you can co-own. And when you want to take investment, you'll need to have a corporate entity that can issue shares or membership interests in return for the capital that others invest in your business.

So now that we've talked about the three major considerations, let's talk about the different kinds of entities you will come across.

For many new startups, the form of corporate entity they choose is called the LLC. It stands for Limited Liability Company. This form of business has been around for a long time in some countries but became recognized and popular in the US sometime in the past 25 years. The key distinguishing characteristics of a LLC is that you get the limitation of liability of a corporation, you can take investment capital (with restrictions that we'll talk about next), but the taxes are "flow through". Most companies, including tech startups, start out as LLCs these days. Owners in LLC are most commonly called "members" and investments or ownership splits are structured in "membership interests."

As the business grows and takes on more sophisticated investors (like venture funds), it will most often convert into something called a C Corporation. Most of the companies you would buy stock in on the public markets (Google, Apple, GE, etc) are C Corporations. Most venture backed companies are C Corporations. C Corporations provide the limitation of liability, provide even more sophisticated ways to split ownership and raise capital, and most importantly are "tax paying entities." Once you convert from a LLC to a C corporation, you as the founder or owner no longer are responsible for paying the taxes on your share of the income. The company pays those taxes at the corporate level.

There are many reasons why a venture fund or other "sophisticated investors" prefer to invest in a C corporation over a LLC. Most venture funds require conversion when they invest. The flow through of taxes in the LLC can cause venture funds and their investors all sorts of tax issues. This is particularly true of venture funds with foreign investors. And the governance and ownership structures of an LLC are not nearly as developed as a C corporation. This stuff can get really complicated quickly, but the important thing to know is that when your business is small and "closely held" a LLC works well. When it gets bigger and the ownership gets more complicated, you'll want to move to a C corporation.

A nice hybrid between the C corporation and the LLC is the S corporation. It requires a simpler ownership structure, basically one class of stock and less than 100 shareholders. It is a "flow through entity" and is simple to set up. You cannot do as much with the ownership structure with an S corporation as you can with a LLC so if you plan to stay a flow through entity for a long period of time and raise significant capital, an LLC is probably better.

Another entity you might come across is the Limited Partnership. The funds our firm manages are Limited Partnerships. And some big companies, like Bloomberg LP, are limited partnerships. The key differences between a Limited Partnership and LLCs and C corporations are around liabilities. In the limited partnership, the investors have limited liability (like a LLC or C corporation) but the managers (called General Partners) do not. Limited Partnerships are set up to take in outside investment and split ownership. And they are flow through entities.

There are many other forms of corporate ownership but these three are among the most common and show how the three big issues of liability, ownership, and taxes are handled differently in each.

The important thing to remember about all of this is that if you are starting a business, you should create a corporate entity to manage the risk and protect you and your family from it. You should start with something simple and evolve it as the business needs grow and develop.

As an investor, you should make sure you know what kind of corporation you are investing in, you should know what kind of liability you are exposing yourself to, and what the tax obligations will be as a result.

And most of all, get a good lawyer and tax advisor. Though they are expensive, over time the best ones are worth their weight in gold.

# Piercing The Corporate Veil

Yet another MBA Monday topic comes from the comments of last week's post. This series is turning into a conversation which makes me very pleased.

Mr Shawn Yeager said:

_As a recovering lawyer, and a serial entrepreneur, I constantly have associates, friends, and family coming to me for advice on formation issues (amongst other things). I think your high level overview leaves out something that always comes as a surprise to these people: the concept of "Piercing the Corporate Veil" of liability protection._

_As you know there are certain rules, forms and procedures which must be followed as a liability shielded entity, be it S Corp, LLC, C Corp (or even as a limited partner). To not follow these forms strips the liability protection away from the company and exposes the person to personal liability as if they were a sole proprietor. For some reason, people are always surprised by this. Situations arise where records are not kept, annual meetings are not held, control is exerted, or personal funds are co-mingled with the business. When the company is involved in litigation, the owners find themselves on the hook. Depending upon the jurisdiction, any of a laundry list of things could wind up stripping the protection away._

I said last week that forming a company is the best way to "putting a buffer between you and the business." But as Shawn and others point out in last week's comment thread, you can't just pretend to be a business, you have to be a business.

"Being a business" means separating your personal and business records, separating your personal and business bank accounts, treating the business as a real entity, having board meetings, taking board minutes, doing major activities via board resolutions, following "due process."

If you don't behave as a real business, you could find yourself in a situation where someone, most commonly someone who is suing your business, can come after you (and your business partners) personally. And then you are going to say "but what about the liability limitation the business provides?" It may not be there for you.

That's called "piercing the corporate veil". And you should take that threat seriously. So once you create a company, treat it seriously, follow the rules, and do it right. Once again, if you have a good lawyer, he or she will lay this all out for you and even give you many of the tools to do this stuff right.

# Accounting

I'm making up the curriculum for MBA Mondays on the fly. The end game is to lay out how to look a businesses, value it, and invest in it. We started with the time value of money and interest rates, we then talked about the corporate entity. Now I want to talk about how to keep track of the money in a company. That is called accounting. This will be a multi-post effort and will include posts on cash flow, profit and loss, balance sheets, GAAP accounting, audits, and financial statement analysis. But before we can get to those issues, we need to start with the basics of accounting.

Accounting is keeping track of the money in a company. It's critical to keep good books and records for a business, no matter how small it is. I'm not going to lay out exactly how to do that, but I am going to discuss a few important principals.

The first important principal is every financial transaction of a company needs to be recorded. This process has been made much easier with the advent of accounting software. For most startups, Quickbooks will do in the beginning. As the company grows, the choice of accounting software will become more complicated, but by then you will have hired a financial team that can make those choices.

The recording of financial transactions is not an art. It is a science and a well understood science. It revolves around the twin concepts of a "chart of accounts" and "double entry accounting." Let's start with the chart of accounts.

The accounting books of a company start with a chart of accounts. There are two kinds of accounts; income/expense accounts and asset/liability accounts. The chart of accounts includes all of them. Income and expense accounts represent money coming into and out of a business. Asset and liability accounts represent money that is contained in the business or owed by the business.

Advertising revenue that you receive from Google Adsense would be an income account. The salary expense of a developer you hire would be an expense account. Your cash in your bank account would be an asset account. The money you owe on your company credit card would be called "accounts payable" and would be a liability.

When you initially set up your chart of accounts, the balance in each and every account is zero. As you start entering financial transactions in your accounting software, the balances of the accounts goes up or possibly down.

The concept of double entry accounting is important to understand. Each financial transaction has two sides to it and you need both of them to record the transaction. Let's go back to that Adsense revenue example. You receive a check in the mail from Google. You deposit the check at the bank. The accounting double entry is you record an increase in the cash asset account on the balance sheet and a corresponding equal increase in the advertising revenue account. When you pay the credit card bill, you would record a decrease in the cash asset account on the balance sheet and a decrease in the "accounts payable" account on the balance sheet.

These accounting entries can get very complicated with many accounts involved in a single recorded transaction, but no matter how complicated the entries get the two sides of the financial transaction always have to add up to the same amount. The entry must balance out. That is the science of accounting.

Since the objective of MBA Mondays is not to turn you all into accountants, I'll stop there, but I hope everyone understands what a chart of accounts and an accounting entry is now.

Once you have a chart of accounts and have recorded financial transactions in it, you can produce reports. These reports are simply the balances in various accounts or alternatively the changes in the balances over a period of time.

The next three posts are going to be about the three most common reports;

  * the profit and loss statement which is a report of the changes in the income and expense accounts over a certain period of time (month and year being the most common)

  * the balance sheet which is a report of the balances all all asset and liability accounts at a certain point in time

  * the cash flow statement which is report of the changes in all of the accounts (income/expense and asset/liability) in order to determine how much cash the business is producing or consuming over a certain period of time (month and year being the most common)

If you have a company, you must have financial records for it. And they must be accurate and up to date. I do not recommend doing this yourself. I recommend hiring a part-time bookkeeper to maintain your financial records at the start. A good one will save you all sorts of headaches. As your company grows, eventually you will need a full time accounting person, then several, and at some point your finance organization could be quite large.

There is always a temptation to skimp on this part of the business. It's not a core part of most businesses and is often not valued by tech entrepreneurs. But please don't skimp on this. Do it right and well. And hire good people to do the accounting work for your company. It will pay huge dividends in the long run.

# The Profit and Loss Statement

Today on MBA Mondays we are going to talk about one of the most important things in business, the profit and loss statement (also known as the P&L).

Picking up from the accounting post last week, there are two kinds of accounting entries; those that describe money coming into and out of your business, and money that is contained in your business. The P&L deals with the first category.

A profit and loss statement is a report of the changes in the income and expense accounts over a set period of time. The most common periods of time are months, quarters, and years, although you can produce a P&L report for any period.

Here is a profit and loss statement for the past four years for Google. I got it from their annual report (10k). I know it is too small on this page to read, but if you click on the image, it will load much larger in a new tab.

The top line of profit and loss statements is revenue (that's why you'll often hear revenue referred to as "the top line"). Revenue is the total amount of money you've earned coming into your business over a set period of time. It is NOT the total amount of cash coming into your business. Cash can come into your business for a variety of reasons, like financings, advance payments for services to be rendered in the future, payments of invoices sent months ago.

There is a very important, but highly technical, concept called revenue recognition. Revenue recognition determines how much revenue you will put on your accounting statements in a specific time period. For a startup company, revenue recognition is not normally difficult. If you sell something, your revenue is the price at which you sold the item and it is recognized in the period in which the item was sold. If you sell advertising, revenue is the price at which you sold the advertising and it is recognized in the period in which the advertising actually ran on your media property. If you provide a subscription service, your revenue in any period will be the amount of the subscription that was provided in that period.

This leads to another important concept called "accrual accounting." When many people start keeping books, they simply record cash received for services rendered as revenue. And they record the bills they pay as expenses. This is called "cash accounting" and is the way most of us keep our personal books and records. But a business is not supposed to keep books this way. It is supposed to use the concept of accrual accounting.

Let's say you hire a contract developer to build your iPhone app. And your deal with him is you'll pay him $30,000 to deliver it to you. And let's say it takes him three months to build it. At the end of the three months you pay him the $30,000. In cash accounting, in month three you would record an expense of $30,000. But in accrual accounting, each month you'd record an expense of $10,000 and because you aren't actually paying the developer the cash yet, you charge the $10,000 each month to a balance sheet account called Accrued Expenses. Then when you pay the bill, you don't touch the P&L, its simply a balance sheet entry that reduces Cash and reduces Accrued Expenses by $30,000.

The point of accrual accounting is to perfectly match the revenues and expenses to the time period in which they actually happen, not when the payments are made or received.

With that in mind, let's look at the second part of the P&L, the expense section. In the Google P&L above, expenses are broken out into several categories; cost of revenues, R&D, sales and marketing, and general and administration. You'll note that in 2005, there was also a contribution to the Google Foundation, but that only happened once, in 2005.

The presentation Google uses is quite common. One difference you will often see is the cost of revenues applied directly against the revenues and a calculation of a net amount of revenues minus cost of revenues, which is called gross margin. I prefer that gross margin be broken out as it is a really important number. Some businesses have very high costs of revenue and very low gross margins. And example would be a retailer, particularly a low price retailer. The gross margins of a discount retailer could be as low as 25%.

Google's gross margin in 2009 was roughly $14.9bn (revenue of $23.7bn minus cost of revenues of $8.8bn). The way gross margin is most often shown is as a percent of revenues so in 2009 Google's gross margin was 63% (14.9bn divided by 23.7). I prefer to invest in high gross margin businesses because they have a lot of money left after making a sale to pay for the other costs of the business, thereby providing resources to grow the business without needing more financing. It is also much easier to get a high gross margin business profitable.

The other reason to break out "cost of revenues" is that it will most likely increase with revenues whereas the other expenses may not. The non cost of revenues expenses are sometimes referred to as "overhead". They are the costs of operating the business even if you have no revenue. They are also sometimes referred to as the "fixed costs" of the business. But in a startup, they are hardly fixed. These expenses, in Google's categorization scheme, are R&D, sales and marketing, and general/admin. In layman's terms, they are the costs of making the product, the costs of selling the product, and the cost of running the business.

The most interesting line in the P&L to me is the next one, "Income From Operations" also known as "Operating Income." Income From Operations is equal to revenue minus expenses. If "Income From Operations" is a positive number, then your base business is profitable. If it is a negative number, you are losing money. This is a critical number because if you are making money, you can grow your business without needing help from anyone else. Your business is sustainable. If you are not making money, you will need to finance your business in some way to keep it going. Your business is unsustainable on its own.

The line items after "Income From Operations" are the additional expenses that aren't directly related to your core business. They include interest income (from your cash balances), interest expense (from any debt the business has), and taxes owed (federal, state, local, and possibly international). These expenses are important because they are real costs of the business. But I don't pay as much attention to them because interest income and expense can be changed by making changes to the balance sheet and taxes are generally only paid when a business is profitable. When you deduct the interest and taxes from Income From Operations, you get to the final number on the P&L, called Net Income.

I started this post off by saying that the P&L is "one of the most important things in business." I am serious about that. Every business needs to look at its P&L regularly and I am a big fan of sharing the P&L with the entire company. It is a simple snapshot of the health of a business.

I like to look at a "trended P&L" most of all. The Google P&L that I showed above is a "trended P&L" in that it shows the trends in revenues, expenses, and profits over five years. For startup companies, I prefer to look at a trended P&L of monthly statements, usually over a twelve month period. That presentation shows how revenues are increasing (hopefully) and how expenses are increasing (hopefully less than revenues). The trended monthly P&L is a great way to look at a business and see what is going on financially.

I'll end this post with a nod to everyone who commented last week that numbers don't tell you everything about a business. That is very true. A P&L can only tell you so much about a business. It won't tell you if the product is good and getting better. It won't tell you how the morale of the company is. It won't tell you if the management team is executing well. And it won't tell you if the company has the right long term strategy. Actually it will tell you all of that but after it is too late to do anything about it. So as important as the P&L is, it is only one data point you can use in analyzing a business. It's a good place to start. But you have to get beyond the numbers if you really want to know what is going on.

The Balance Sheet

Today on MBA Mondays we are going to talk about the Balance Sheet.

The Balance Sheet shows how much capital you have built up in your business.

If you go back to my post on Accounting, you will recall that there are two kinds of accounts in a company's chart of accounts; revenue and expense accounts and asset and liability accounts.

Last week we talked about the Profit and Loss statement which is a report of the revenue and expense accounts.

The Balance Sheet is a report of the asset and liability accounts. Assets are things you own in your business, like cash, capital equipment, and money that is owed to you for products and services you have delivered to customers. Liabilities are obligations of the business, like bills you have yet to pay, money you have borrowed from a bank or investors.

Here is Google's balance sheet as of 12/31/2009:

Let's start from the top and work our way down.

The top line, cash, is the single most important item on the balance sheet. Cash is the fuel of a business. If you run out of cash, you are in big trouble unless there is a "filling station" nearby that is willing to fund your business. Alan Shugart, founder of Seagate and a few other disk drive companies, famously said "cash is more important than your mother." That's how important cash is and you never want to get into a situation where you run out of it.

The second line, short term investments, is basically additional cash. Most startups won't have this line item on their balance sheet. But when you are Google and are sitting on $24bn of cash and short term investments, it makes sense to invest some of your cash in "short term instruments". Hopefully for Google and its shareholders, these investments are safe, liquid, and are at very minimal risk of loss.

The next line is "accounts receivable". Google calls it "net receivables' because they are netting out money some of their partners owe them. I don't really know why they are doing it that way. But for most companies, this line item is called Accounts Receivable and it is the total amount of money owed to the business for products and services that have been delivered but have not been collected. It's the money your customers owe your business. If this number gets really big relative to revenues (for example if it represents more than three months of revenues) then you know something is wrong with the business. We'll talk more about that in an upcoming post about financial statement analysis.

I'm only going to cover the big line items in this balance sheet. So the next line item to look at is called Total Current Assets. That's the amount of assets that you can turn into cash fairly quickly. It is often considered a measure of the "liquidity of the business."

The next set of assets are "long term assets" that cannot be turned into cash easily. I'll mention three of them. Long Term Investments are probably Google's minority investments in venture stage companies and other such things. The most important long term asset is "Property Plant and Equipment" which is the cost of your capital equipment. For the companies we typically invest in, this number is not large unless they rack their own servers. Google of course does just that and has spent $4.8bn to date (net of depreciation) on its "factory". Depreciation is the annual cost of writing down the value of your property plant and equipment. It appears as a line in the profit and loss statement. The final long term asset I'll mention is Goodwill. This is a hard one to explain. But I'll try. When you purchase a business, like YouTube, for more than it's "book value" you must record the difference as Goodwill. Google has paid up for a bunch of businesses, like YouTube and Doubleclick, and it's Goodwill is a large number, currently $4.9bn. If you think that the value of any of the businesses you have acquired has gone down, you can write off some or all of that Goodwill. That will create a large one time expense on your profit and loss statement.

After cash, I believe the liability section of the balance sheet is the most important section. It shows the businesses' debts. And the other thing that can put you out of business aside from running out of cash is inability to pay your debts. That is called bankruptcy. Of course, running out of cash is one reason you may not be able to pay your debts. But many companies go bankrupt with huge amounts of cash on their books. So it is critical to understand a company's debts.

The main current liabilities are accounts payable and accrued expenses. Since we don't see any accrued expenses on Google's balance sheet I assume they are lumping the two together under accounts payable. They are closely related. Both represent expenses of the business that have yet to be paid. The difference is that accounts payable are for bills the company receives from other businesses. And accrued expenses are accounting entries a company makes in anticipation of being billed. A good example of an accounts payable is a legal bill you have not paid. A good example of an accrued expense is employee benefits that you have not yet been billed for that you accrue for each month.

If you compare Current Liabilities to Current Assets, you'll get a sense of how tight a company is operating. Google's current assets are $29bn and its current liabilities are $2.7bn. It's good to be Google, they are not sweating it. Many of our portfolio companies operate with these numbers close to equal. They are sweating it.

Non current liabilities are mostly long term debt of the business. The amount of debt is interesting for sure. If it is very large compared to the total assets of the business its a reason to be concerned. But its even more important to dig into the term of the long term debt and find out when it is coming due and other important factors. You won't find that on the balance sheet. You'll need to get the footnotes of the financial statements to do that. Again, we'll talk more about that in a future post on financial statement analysis.

The next section of the balance sheet is called Stockholders Equity. This includes two categories of "equity". The first is the amount that equity investors, from VCs to public shareholders, have invested in the business. The second is the amount of earnings that have been retained in the business over the years. I'm not entirely sure how Google breaks out the two on it's balance sheet so we'll just talk about the total for now. Google's total stockholders equity is $36bn. That is also called the "book value" of the business.

The cool thing about a balance sheet is it has to balance out. Total Assets must equal Total Liabilities plus Stockholders Equity. In Google's case, total assets are $40.5bn. Total Liabilities are $4.5bn. If you subtract the liabilities from the assets, you get $36bn, which is the amount of stockholders equity.

We'll talk about cash flow statements next week and the fact that a balance sheet has to balance can be very helpful in analyzing and projecting out the cash flow of a business.

In summary, the Balance Sheet shows the value of all the capital that a business has built up over the years. The most important numbers in it are cash and liabilities. Always pay attention to those numbers. I almost never look at a profit and loss statement without also looking at a balance sheet. They really should be considered together as they are two sides of the same coin.

# [  
](http://www.zemanta.com/)Cash Flow

This week on MBA Mondays we are going to talk about cash flow. A few weeks ago, in my post on Accounting, I said there were three major accounting statements. We've talked about the Income Statement and the Balance Sheet. The third is the Cash Flow Statement.

I've never been that interested in the Cash Flow Statement per se. The standard form of a cash flow statement is a bit hard to comprehend in my opinion and I don't think it does a very good job of describing the various aspects of cash flow in a business.

That said, let's start with the concept of cash flow and we'll come back to the accounting treatment.

Cash flow is the amount of cash your business either produces or consumes in a given period, typically a month, quarter, or year. You might think that is the same as the profit of the business, but that is not correct for a bunch of reasons.

The profit of a business is the difference between revenues and expenses. If revenues are greater than expenses, your business is producing a profit. If expenses are greater than revenues, your business is producing a loss.

But there are many examples of profitable businesses that consume cash. And there are also examples of unprofitable businesses that produce cash, at least for a period of time.

Here's why.

As I explained in the Income Statement post, revenues are recognized as they are earned, not necessarily when they are collected. And expenses are recognized as they are incurred, not necessarily when they are paid for. Also, some things you might think of as expenses of a business, like buying servers, are actually posted to the Balance Sheet as property of the business and then depreciated (ie expensed) over time.

So if you have a business with significant hardware requirements, like a hosting business for example, you might be generating a profit on paper but the cash outlays you are making to buy servers may mean your business is cash flow negative.

Another example in the opposite direction would be a software as a service business where your company gets paid a year in advance for your software subscription revenues. You collect the revenue upfront but recognize it over the course of the year. So in the month you collect the revenue from a big customer, you might be cash flow positive, but your Income Statement would show the business operating at a loss.

Cash flow is really easy to calculate. It's the difference between your cash balance at the start of whatever period you are measuring and the end of that period. Let's say you start the year with $1mm in cash and end the year with $2mm in cash. Your cash flow for the year is positive by $1mm. If you start the year with $1mm in cash and end the year with no cash, your cash flow for the year is negative by $1mm.

But as you might imagine the accounting version of the cash flow statement is not that simple. Instead of getting into the standard form, which as I said I don't really like, let's talk about a simpler form that gets you to mostly the same place.

Let's say you want to do a cash flow statement for the past year. You start with your Net Income number from your Income Statement for the year. Let's say that number is $1mm of positive net income.

Then you look at your Balance Sheet from the prior year and the current year. Look at the Current Assets (less cash) at the start of the year and the Current Assets (less cash) at the end of the year. If they have gone up, let's say by $500,000, then you subtract that number from your Net Income. The reason you subtract the number is your business used some of your cash to increase its current assets. One typical reason for that is your Accounts Receivable went up because your customers are taking longer to pay you.

Then look at your Non-Current Assets at the start of the year and the end of the year. If they have gone up, let's say by $500k, then you also subtract that number from your Net Income. The reason is your business used some of your cash to increase its Non-Current Assets, most likely Property, Plant, and Equipment (like servers).

At this point, halfway through this simplified cash flow statement, your business that had a Net Income of $1mm produced no cash because $500k of it went to current assets and $500k of it went to non-current assets.

Liabilities work the other way. If they go up, you add the number to Net Income. Let's start with Current Liabilities such as Accounts Payable (money you owe your suppliers, etc). If that number goes up by $250k over the course of the year, you are effectively using your suppliers to finance your business. Another reason current liabilities could go up is Deferred Revenue went up. That would mean you are effectively using your customers to finance your business (like that software as a service example earlier on in this post).

Then look at Long Term Liabilities. Let's say they went up by $500k because you borrowed $500k from the bank to purchase the servers that caused your Non-Current Assets to go up by $500k. So add that $500k to Net Income as well.

Now, the simplified cash flow statement is showing $750k of positive cash flow. But we have one more section of the Balance Sheet to deal with, Stockholders Equity. For Stockholders Equity, you need to back out the current year's net income because we started with that. Once you do that, the main reason Stockholders Equity would go up would be an equity raise. Let's say you raised $1mm of venture capital during the year and so Stockholder's Equity went up by $1mm. You'd add that $1mm to Net Income as well.

So, that's basically it. You start with $1mm of Net Income, subtract $500k of increased current assets, subtract $500k of increased non-current assets, add $250k of increased current liabilities, add $500k of increased long-term liabilities, and add $1mm of increased stockholders equity, and you get positive cash flow of $1.75mm.

Of course, you'll want to check this against the cash balance at the start of the year and the end of the year to make sure that in fact cash did go up by $1.75mm. If it didn't, then you have to go back and check your math.

So why would anyone want to do the cash flow statement the long way if you can simply compare cash at the start of the year and the end of the year? The answer is that doing a full-blown cash flow statement tells you a lot about where you are consuming or producing cash. And you can use that information to do something about it.

Let's say that your cash flow is weak because your accounts receivable are way too high. You can hire a dedicated collections person. You can start cutting off customers who are paying you too late. Or you can do a combination of both. Bringing down accounts receivable is a great way to improve a business' cash flow.

Let's say you are spending a boatload on hardware to ramp up your web service's capacity. And it is bringing your cash flow down. If you are profitable or have good financial backers, you can go to a bank and borrow against those servers. You can match non-current assets to long-term liabilities so that together they don't impact the cash flow of your business.

Let's say your current liabilities went down over the past year by $500k. That's a $500k reduction in your cash flow. Maybe you are paying your bills much more quickly than you did when you started the business and had no cash. You might instruct your accounting team to slow down bill payment a bit and bring it back in line with prior practices. That could help produce better cash flow.

These are but a few examples of the kinds of things you can learn by doing a cash flow statement. It's simply not enough to look at the Income Statement and the Balance Sheet. You need to understand the third piece of the puzzle to see the business in its entirety.

One last point and I am done with this week's post. When you are doing projections for future years, I encourage management teams to project the income statement first, then the cash flow statement, and then end up with the balance sheet. You can make assumptions about how the line items in the Income Statement will cause the various Balance Sheet items to change (like Accounts Receivable should be equal to the past three months of revenue) and then lay all that out as a cash flow statement and then take the changes in the various items in the cash flow statement to build the Balance Sheet. I like to do that in monthly form. We'll talk more about projections next week because I think this is a very important subject for startups and entrepreneurial management teams to wrap their heads around.

# Analyzing Financial Statements

This topic could be and is a full semester course at some business schools. It is a deep and rich topic that I can't cover in one single blog post. But it is also a relatively narrow skill set at its most developed levels. If you are going to be a public equity analyst, you need to understand this stuff cold and this post will not get you there.

But if you are an entrepreneur being handed financial statements from your bookkeeper or accountant or controller, then you need to be able to understand them and I'd like this post to help you do that. I'd also like this post help those of you who want to be more confident buying, holding, and selling public stocks. So that's the perspective I will bring to this topic.

In the past three weeks, we talked about the three main financial statements, the Income Statement, the Balance Sheet, and the Cash Flow Statement. This post is going to attempt to help you figure out how to analyze them, at least at a cursory level.

In general, I like to start with cash. It's the first line item on the Balance Sheet (it could be the first several lines if you want to combine it with short term investments). Note how much cash you have or how much cash the company you are analyzing has. Remember that number. If someone asks you how much cash you have in your business, or a business you are analyzing, and you can't answer that to the last accounting period (at least), then you failed. There is no middle ground. Cash is that important.

Then look at how much cash the business had in a prior period. Last month is a good place to start but don't end there. Look at how much cash went up or down in the past month. Then look much farther back, at least a quarter, and ideally six months and/or a year. Calculate how much cash went up or down over the period and then divide by the number of months in the period. That's the average cash flow (or cash burn) per month. Remember that number.

But that number can be misleading, particularly if you did any debt or equity financings during that period (or if you paid off any debt facilities during that period). Back out the debt and equity financings and do the same calculations of average cash flow per month. Hopefully the monthly number, the quarterly average, the six-month average, and the annual average are in the same ballpark. If they are not, something is changing in the business, either for the good or the bad and you need to dig deeper to find out what. We'll get to that.

If cash flow is positive for all periods, then you are done with cash. If it is negative, do one more thing. Divide your cash balance by the average monthly burn rate and figure out how many months of cash you have left. If you are burning cash, you need to know this number by heart as well. It is the length of your runway. For all you entrepreneurs out there, the three cash related numbers you need to be on top of are current cash balance, cash burn rate, and months of runway.

I generally like to go to the income statement next. And I like to lay out a few periods next to each other, ideally chronologically from oldest on the left to the newest on the right. For startups and early stage companies, a 12 month trended monthly presentation of the income statement is ideal. For more mature companies, including public companies, the current quarter and the four previous quarters are best.

Some people like to graph the key line items in the income statement (revenue, gross margin, operating costs, operating income) over time. That's good if you are a visual person. I find looking at the hard numbers works better for me. Note how things are moving in the business. In a perfect world, revenues and gross margins are growing faster than operating costs, and operating income (or losses) are increasing (or decreasing) faster than both of them. That is a demonstration of the operating leverage in the business.

But some early stage companies either have no revenue or are investing in the business faster than they are growing revenue. That is a sound strategy if the investments they are making are solid ones and if they have a timeline laid out during which they'll do this. You can't do that forever. You'll run out of cash and go out of business.

From this analysis, you may see why the business is burning cash or burning cash more quickly or less quickly. You may see why the business is growing its cash flow rapidly. I am most comfortable when the monthly operating income (or losses) of a business are roughly equal to its cash flow (or cash burn). This does not have to be the case for the business to be healthy but it means the business has a relatively simple economic architecture, which is always comforting. From Enron to Lehman Brothers, we've learned that complex business architectures are hard to analyze and easy to manipulate.

One thing that bears mentioning here are "one time items" on the Income Statement. They make your life harder. If you go back to the Income Statement post and look at Google's statement, you'll see that in the first year of their presentation Google made a one-time contribution to the Google Foundation. That depressed earnings in that period. You need to back that one time charge out for a consistent presentation, but you also need to be somewhat suspicious of one-time charges. Companies can try to bury ongoing expenses in one-time charges and inflate their earnings. You don't see that much in startups but you do in public companies and it's a "red flag" if a company does it too often.

If the monthly operating income (after backing out one-time charges) doesn't come close to the monthly cash burn rates, then something is going on with the balance sheet of the business. Many of these differences are normal for certain businesses. My friend Ron Schreiber told me about a software distribution business he and his partner Jordan Levy ran in the mid 80s. They would buy software from Microsoft, Lotus, and others in bulk and sell it in small quantities to mom and pop businesses. Microsoft and Lotus wanted to be paid upfront when the shipped the software but the mom and pop businesses were running on fumes and could not pay until they sold the software. So Ron's business, called Software Distribution Services (of course), was always out of cash. In Ron's words, they were a bank and a distribution company and weren't getting paid for the banking part of their business. All during this time the revenue line and the operating income line was growing fast and furious as desktop software went from a niche business to a mainstream business. Eventually Ron and Jordan had to sell their business to Ingram, a large book distributor who had the financial resources to provide the "banking services". They made a nice hit on that company, but not anything like what Microsoft and Lotus did even though they grew their topline just as fast as their suppliers.

Ron and Jordan's business was "working capital intensive." Working capital is the non cash current assets and liabilities of the business. When they grow rapidly in relation to revenues, it means you are financing other parts of the food chain in your industry and that's a great way to run out of cash.

So if monthly income and monthly cash flow aren't in the same ballpark, look at the changes in working capital month over month. We went over this a bit last week in preparing the cash flow statement. If working capital is the culprit soaking up the cash, you need to look at two things.

The first is if the revenues are real. A great way to inflate revenues is to "ship product" to people who aren't going to pay you. A company that is doing that is operating fraudently so you don't see it very often. But if someone is doing this, cash will be going down while profits are steady and accounts receivable are growing rapidly. I always look for that in a company that is supposed to be profitable but is sucking cash.

The second is the availability of working capital financing. If a business can finance its working capital needs inexpensively, then it can operate successfully with this business model. In times when debt is flowing freely, these can be good businesses to operate. When cash is tight, they are not.

The final thing to look for on the balance sheet is capex. If a business is operating profitably, and growing profits, but its capex line is growing faster than profits, it's got the potential for problems. Hosting companies are an example of a set of companies that might be in this situation. Again, the availability of financing is the key. Local cable operators operated profitably for years with big negative cash flows because of capex. The fiancial markets like the monopolies these busineses were granted and consistently provided them with financing to buy more capex. But if that party ends, it can be painful.

This post is three pages long in my editor so it's time to stop. There is more to discuss on this topic so I'd like to know if I did this topic justice for most of you or if you'd like another post that digs a little deeper. My preference is to move on because I'm getting a bit tired of writing about accounting every Monday, but most of all I want to cover the stuff you want to learn or freshen up on. So let me know.

# Key Business Metrics

The past five MBA Mondays posts have been about accounting concepts, financial statements, and related issues. I don't know about all of you, but I'm a bit tired of that stuff. So I'm moving on to something a bit different.

Every business should have a set of metrics that it tracks on a regular basis. These metrics could include some of the accounting stuff we've been talking about like cash, revenues, profits, etc but it should not be limited to those kinds of metrics.

Early on when the company is developing its first product or service, those metrics might be related to product development like development resources, features completed, known bugs, etc. Once the product or service is launched, the metrics might shift to include customers, daily active users, churn, conversions from free trial to paid customer, etc.

As the business grows and develops, the amount of data you can collect and publish to your team grows. If you aren't careful, you can overwhelm your team with data.

It becomes very important to distill the business down to a handful of key business metrics. There are usually four to six metrics that will be sufficient to determine the overall health and growth trajectory of the business and it is best to focus the team on them.

Our portfolio company Meetup has learned to focus on successful Meetup groups. Those are Meetup groups that are active, meeting regularly, have growing memberships, and are paying fees to Meetup. Meetup could focus on other data sets like monthly unique visitors, new Meetup groups, total registered users, revenues, profits, cash. They collect that data and share it with the team. But the number one thing they look at it successful Meetup groups and that has worked well for them. It is their key business metric.

Sometimes the most important data on your business is the hardest to collect. Twitter knows that the total number of times all tweets have been viewed each day, month, or year is a critical measure of the overall reach of the network. But because so many of those tweets are viewed on third party services, web pages, apps, etc, it is very hard to collect that data. The Company is only now starting to measure them.

Most key business metrics will be drivers of revenues and growth but not all of them. Etsy is focusing a lot of effort on its customer service metrics, which are a cost center not a revenue driver. But the Company knows that customer service is critical to the health of the marketplace, so customer service metrics are key business metrics for them.

The management team should spend time talking about and selecting the key business metrics to focus on. They should collect the data on a regular basis, the more real-time the better in my opinion, and they should publish the key business metrics to the entire team.

I do not believe it makes any sense to segment who gets to see what business metrics in a company. Sales metrics should be shared with development. Customer service metrics should be shared with finance. And so on and so forth.

Some companies buy big screens and mount them on the walls around the office and publish the key business metrics on them so everyone can see them. I like that approach. But I also like sending out a regular email to the entire company with the key business metrics and how they are trending. And of course, I think these metrics should be shared with the Board and key investors.

When you publish financial projections (a topic for the coming weeks), you should include your projections or assumptions for key business metrics in the periods for which you are projection financial performance. Many of these metrics will be drivers of your projections but they are also helpful to establish the overall progress of the business over time.

It is a good idea to evaluate what your company's key business metrics should be from time to time. I like to suggest at least once a year, probably around the annual budgeting exercise (another topic for the coming week). It is expected that you will change some of these metrics every year as the business grows and develops. Don't just keep adding new ones, you should also subtract old ones that don't seem as useful anymore. Keep the total number of key business metrics you are tracking to a small enough number that most people on the team could recite them from memory. Less is more when it comes to key business metrics.

Tracking key business metrics is important for a bunch of reasons, but probably the most important reason is cultural. It helps to keep everyone on the same page, aligns people across the different parts of the business, and leads to a culture of success when you see the key business metrics moving in the right direction. It's critical to celebrate when a key business metrics reaches a new and important milestone. These kinds of things seem silly to some but are incredibly important to building a strong company culture that can work together and grow rapidly.

# Price: Why Lower Isn't Always Better

I want to tackle the issue of forecasting and projections next in the MBA Mondays series but I don't yet have an outline in my head of how I am going to approach this critical subject. So I am taking a breather this week and instead will tell a story I heard from a marketing professor in business school.

This professor did a lot of consulting on the side. He was known as a highly analytic marketing expert. He was asked to take on a french producer of champagne as a client. This champagne producer was trying to enter the US market but was not selling very much of their product in the US.

The professor did an analysis of the "five Ps"; product, price, people, promotion, and place. He determined that the champagne was of very high quality, it was being distributed in the right places, and that the marketing investment behind it was substantial. And yet it wasn't selling very well.

He did an analysis of comparable quality champagnes and determined that this particular producer was pricing his product at the very low end of the range of comparable product.

So the professor's recommendation was to increase the wholesale price such that the retail price would double. The client was very nervous about the professor's recommendation but in the end did it. And the champagne started selling like crazy. They couldn't keep it in stock.

The morale of this story is that price is often used as a proxy for quality by customers, particularly when the product is a luxury item. By pricing the champagne at the very low end of the range of comparable product, the producer was signaling that its product was of lower quality than the competition. And by raising the price, they signaled it was of higher quality.

So when you are selling something, be it advertising, software, or something else, think carefully about how you are signaling the market with your pricing. Having the lowest price among your competition might be the right strategy but it might also be the wrong one.

# Projections, Budgeting and Forecasting

MBA Mondays is starting a new topic this week. It's a big one and I think we'll end up doing at least four and maybe even five posts on this topic in the coming weeks.

I said the following in one of my first MBA Mondays posts:

_companies are worth the "present value" of "future cash flows"_

The point being that the past doesn't matter too much when it comes to valuing companies. It's all about what is going to happen in the future. And that requires projecting the future.

There is another big reason why projections matter. They are used for goal and expectation setting. Generally speaking goal setting is used to manage the team and expectation setting is used to manage the board, investors, and other important stakeholders.

And finally, projections matter because they tell you what your financing needs are. It is critical to know when you will need additional financing so you can start planning and executing the process well in advance of running out of cash (I like 6 months).

There are three important kinds of projections. I'll outline each of them.

1) Projections – These are a set of numbers, both financial and operational, that you make about your business for various purposes, including raising capital. They are aspirational and are often done with a "what could be" perspective.

2) Budgets – These are a set of numbers, both financial and operational, that the management team prepares each year, usually in the fall, that outline what the company plans to achieve in the coming year. They are presented and approved by the board and the management team's compensation is often driven by them.

3) Forecasts – These are iterations of the budget that are done intra-year by the management team to indicate what is likely to occur. They reflect the fact that the actual performance is going to vary from budget (in both positive and negative ways) and it is important to know where the numbers will actually end up.

Over the coming weeks, I will go through the processes companies use to project, budget, and forecast. Because I do not do this work myself, I've enlisted one of our portfolio companies to help me with these posts.

I've been working with Return Path for ten years now. Matt Blumberg, CEO, and Jack Sinclair, CFO and sometimes COO, have done over ten sets of projections, budgets, and forecasts for me and other investors, board members, and team members. In the process they have evolved from a raw startup to a well oiled machine. With their help, I will talk about the how three "model companies" go about projecting, budgeting, and forecasting. These companies will be 10 person, 75 person, and 150 person. These are the typical sizes of companies that I work with and are probably also the sizes of companies that most of the readers of this blog are dealing with.

I'll end this post with a picture that Matt sent me last week. This is ten years worth of board books that include Return Path's projections, budgets, and forecasts. The goal of MBA Mondays in the coming weeks will be to get all of you to a place where you can create something similar.

# Scenarios

In last week's MBA Mondays, I introduced the topic that we'll be focused on for the next month or so; projections, budgeting, and forecasting. In that post, I described projecting as a "what if" exercise that is done at a higher level of abstraction than the budgeting and forecasting exercises. I said this about projections:

_These are a set of numbers, both financial and operational, that you_  
 _make about your business for various purposes, including raising_  
 _capital. They are aspirational and are often done with a "what could_  
 _be" perspective._

Since projections are not budgets and are much more "big picture" exercises, it is important to use a scenario driven approach to them. I generally like three scenarios; best case, base case, and worst case. But you could do as many scenarios as you like. It's not the results that matter so much, it's the process and the learning that comes from the projections exercise.

If you build your projections with a detailed set of assumptions and if you can assign probabilities to each assumption, you could easily do a monte carlo simulation in which literally thousands, or tens of thousands, of scenarios are run and the outcomes are charted on a bell curve. I don't recommend doing projections this way, but my point is simply that the number of scenarios is not important, it's the process by which you determine the key drivers of the business, the assumptions about them, and the probabilities associated with them.

A few weeks ago on MBA Mondays we talked about key business metrics. It is very important to identify your key business metrics before you do projections. These key business metrics will drive your projections and your assumptions about how these metrics will develop over time will determine how your scenarios play out.

Let's get specific here. I'll assume we are operating a software business and we are selling the software as a service over the internet using a freemium model. Everyone can use a lightweight version of the software for free, but to get the fully featured version the user must pay $9.95 per month. So here are some of the key business metrics you might use in projecting the business; productivity of the engineering team, feature release cycle, current outstanding known software bugs, total users, new free users per month, conversion rate from free to paid, marketing dollars invested per new free user, marketing dollars invested per new paid user; customer support incidents per day; cost to close a customer support incident. These are just examples of key business metrics you can use. Every business will have a different set.

The next step is to lay all of these metrics out in a spreadsheet and make assumptions about them. As I said, I like three assumptions, best case, base case, and worst case. Best case is not the best it could ever be but best you think it will ever be. Base case is what you genuinely expect it to be. And worst case should be the worst it could ever be. Worst case is really important. This is your nightmare scenario.

You then calculate your costs and revenues as a function of these metrics. There are some expenses that will not vary bases on the assumptions. Rent is a good example of that in the short term. But over time, rent will move up if you need to hire like crazy. I would go out at least three years in a projections exercise. Some people like to go out five years. I've even seen ten year projections. I don't think any technology driven business can project out ten years. I am not even sure about five years. I believe three years is ideal.

Getting the assumptions right and building up to a full blown projected profit and loss statement is an iterative process. You will not get it right the first time. But if you build the spreadsheet correctly the iterating process is not too painful. Do not do this exercise all by yourself. It should be done by a team of people. If you are a one person company right now, then show the results to friends, advisors, potential investors. Get feedback on your key business metrics, assumptions, and results. Think about the results. Do they make sense? Are they achievable?

In last week's comment thread we got into a conversation about "top down" vs "bottom up" analysis. Top down is when you say "the market size is $1bn, we can get 10% of it, so we'll be a $100mm business." I think top driven analysis is not very rigorous and likely to produce bad answers .The kind of projection work I've been talking about in this post is "bottom up" and is based on what can actually be achieved. However, it is often best to take the results of a bottom up analysis and do a reality check using a top down analysis.

So when your best case scenario has your business at $100mm in revenues in year three, do yourself a favor and do a top down reality check on that. No matter how rigorous the projections process is, if the results are not believable then the whole exercise will have been wasted.

Most entrepreneurs do projections as part of a financing process. And it is a good idea to have projections for your business when you go out to raise money. But I would advise entrepreneurs to do projections for themselves too. It is a good idea to have some idea of what you are building to. Make sure it is not a waste of time for you and the team your recruit to join you.

It is true that most great tech businesses, possibly all businesses, are initially built to "scratch an itch." But once you get past the "I built this because I wanted it" and when you find yourself hiring people, raising capital, renting space, it's time to think about what you are doing as a business and having solid projections and a few scenarios is a really good way to do that.

# Budgeting In A Small Early Stage Company

Today and for the next two weeks, we are going to talk about budgeting on MBA Mondays. Since the budgeting process works differently in companies of various sizes, we are going to focus on three company sizes; 10 people, 75 people, and 150 people. Today we will talk about the 10 person company scenario.

As I said in a previous post, I have been working with Matt Blumberg and Jack Sinclair, CEO and COO/CFO of our portfolio company Return Path on these budgeting posts. I have been involved with Return Path for ten years now and I've watched Matt and Jack run excellent budgeting processes and so we are getting the benefit of their work and learning in these posts.

Last week we talked about projections. It is important to run a projections process before you turn to budgeting. Think of budgeting as a refinement of the projections process where the goal is to predict what is going to happen in a particular calendar year.

I believe that budgeting should be done on a yearly basis. If you want to start budgeting and you are in the middle of the year, that is fine. Just budget for the rest of the year and then do your first full year budget in the late fall.

The late fall is budgeting time. October and November are the best months to do it. If you have a board, you should be able to present your budget for the next year to the full board in December so they can approve it before the year starts. If you don't have a board, then you should be able to lock into a budget with your team in December.

The budgeting process starts with a financial model. If you have done projections, then you should have a financial model already built. If haven't done projections, then go back to the projections post, follow the directions, and do some projections. Then come back and read this post.

The first step in budgeting is to review the key business metrics and lock them down based on what is realistic for the next year. Be very realistic. A good budget is a conservative budget. In a ten person company, the budgeting process can be done by a couple of the senior managers, typically the CEO and the most financially savvy of the other team members. These two people can run the process all by themselves without any input from the rest of the team. That will change quickly as the company grows, but in a very small company you do not need to involve the entire team in budgeting.

If the company is pre-revenue as many 10 person companies are, then the focus will be on hiring and people costs. And the budgeting process will largely be about spending and how many people the company can hire and how much money the company can spend and how long its cash will last before needing another round of funding.

If the company has revenues, they will not likely be large yet at 10 people, so the revenue forecast will be a bit tricky. In the first few years of revenue generation, the revenue model changes a lot and the drivers of it change too. I would encourage everyone to be conservative about revenue budgeting early in a company's life. Most budgets are missed because revenue does not come in as planned.

Make sure to include a cash line item in your budget. Most budgets are done as profit and loss statements which is how they should be done. But you should back into a cash projection based on the profit and loss numbers and include that line item in your budget. If this is new material to you, go back to my posts on profit and loss, balance sheet, and cash flow to see how these three statements work together.

Once the budget has been locked down and approved by the board and/or by the senior team, you should share the budget with your entire company. Some executives don't like to share the entire line by line budget with the team and I can understand that. Some executives don't like to show a cash line that runs out with the team and I also understand that. But you should at least show the key business metrics and some of the most important line items in the budget with the entire company. This will be their roadmap for the next year and it is important that they understand it if they are going to be expected to help you deliver it.

All that said, I favor being as transparent as you can possibly be with your company. It is hard to hide information from the company. The important information leaks out eventually and if and when it does, you won't be there to provide context. So the more information you provide, the better off you will be.

Once you have a budget, you need to measure yourself against it. Each month report the actual numbers versus the budget and track how you are doing against each key business metric and line item in the budget. At some point during the year, you may want to do a reforecast. We will talk about that exercise in a few weeks.

Next week we will talk about how this process changes as you grow to 75 people. It a very different process at that point.

# Budgeting In A Growing Company

I failed to post a MBA Mondays post last monday. Sorry about that. I had something else on my mind when I woke up, wrote about that, and didn't realize that it was monday and I was supposed to do an MBA Mondays post until late in the afternoon.

So we are now picking up from where we left off two weeks ago. Which is in the middle of a four to six post series on projections, budgeting, and forecasting. We covered budgeting in a small company two weeks ago. We are now going to talk about what happens to the budgeting process once revenues start coming in, headcount gets to between 50 and 100 employees, and you are now a full fledged high growth business.

Once you have real revenues, 50+ employees, and a real business, you should have a full time finance person on your team. It could be a CFO or it could be a VP Finance. There are tradeoffs between the two. If you think you are going to be an independent company for a long time that will go public or do a large number of private financings and M&A transactions, then you will want a CFO. If you plan to keep the business simple and head for the exits within a few years, a VP Finance should be fine. I should do a post on the difference between a CFO and a VP Finance and I will, but this is not the time for it.

So your budgeting process should start with your lead finance person. He or she should run the process with you as their partner. Your budgeting team should also include the leader of your sales or revenue operation and your head of engineering or tech ops if you have one. The way I like to think of these two people is the person who "owns" revenues and the person who "owns" capex. This group is sufficient to run a budgeting process in a 50 to 100 employee company.

There are three inputs to the budgeting process in a company of this size; a detailed revenue plan/model, a comprehensive cost model including headcount, and a set of key performance indicators (KPIs).

Start with the revenue plan/model and do it bottoms up (meaning identify where the revenue is going to come from and how much of it you are going to be able to pull in during the year). The sales leader will give you a plan that he or she thinks they can hit. Dial it back. As much as I love sales leaders, they are optimists. Very few of them can properly estimate revenue in a high growth relatively early stage company. I believe they generally do a good job of identifying where the revenue will come from but a poor job of estimating how much of it will come in during your time frame. Things always take longer. So dial the sales leader's numbers back.

Then once you have a set of revenue numbers, lay out all the KPIs that it will take to hit them. What is needed from the product team? What is needed from the engineering team? What is needed from the bus dev team? What is needed from marketing, customer service, HR, etc? The KPIs are the glue between the top line model and the cost model. Spend a lot of time on this part of the process.

Going from KPIs to a comprehensive cost model is not that hard, especially for a seasoned finance person. The key is being comprehensive. If you are growing headcount aggressively, will your current space be sufficient? If not, you'll need numbers for more space. Things like legal and recruiting costs really start to pile up at this stage. They may not be very large in your historical financials. Plan for them and budge them.

And make sure to budget for capex costs. Some companies rent their capex via leases or managed hosting. If you do this, your capex will show up in your operating costs. Some companies acquire their capex with cash. If you do this, your capex will show up on your balance sheet. Either way, capex can eat up a lot of cash. So budget for it correctly and make sure your engineering or tech ops leader is held accountable to the capex budget.

In my last post on this topic, I said that budgeting time is October and November so that the board can approve it in December. That is generally true for a 10 person company but not for a 50 to 100 person company. I like to see budgeting start in September for a company of this size and I like to see the Board look at the budget in November. That way if there is a disconnect between management and the Board, another revision to the process can occur before the year starts on Jan 1st.

The budget is not just for the Board. It is first and foremost for the team. So make sure to share the budget with the team and make sure they are all bought into it. If they are uneasy about it, listen to them and don't force a plan on the team that they do not think they can hit.

A company at this stage will have a senior team and they should be accountable to the budget. They may even have incentive comp associated with the budget goals. I like to see the entire senior team participate in the budget presentation to the Board. I like all of them to talk to their parts of the budget. That shows they understand it, they have bought into it, and they are behind it.

To be brutally honest, very few budgets are met in companies of this size. These businesses are still very much in flux and things change a lot during a year. But I still believe in the value of doing budgets. The process is incredibly helpful in establishing what can be done and what can't be done. It focuses the mind and the company. And if you realize half way through the year that you are not going to meet your budget, you can and should do a forecast. We'll talk about that in a few weeks.

Next up is budgeting in a 150+ person company. We'll do that next Monday assuming I don't have another brain fade.

# Budgeting In A Large Company

Last week we talked about budgeting in a growing company. I defined that as a company between 50 and 100 employees. Today we are going to wrap up the budgeting series by talking about what happens to the process when you get to be a "big company." The context for the whole of this MBA Mondays series of posts is the world of entrepreneurial startups so "big company" means 150 employees or more to me. The biggest companies that I actively work with are between 150 employees and 1000 employees. Once they get bigger than that, they are beyond my ability to comprehend them and help them.

The process of budgeting in a large company doesn't differ that much from a growing company. If you haven't read that post, please go back and read it.

The budgeting process is still led by the financial leader of the company (VP Finance or CFO but by this stage you are likely to have a CFO) and the CEO. But the team that runs the budgeting process now includes the entire senior team. That is because each senior team member has control over a meaningful team and piece of the business. So you have to get them all involved in the budgeting process.

It's also increasingly likely that your revenues are coming from a number of lines of business so you will want to do a more detailed revenue forecast with attention to each segment of revenue. Your sales leader will still be responsible for the revenue forecast, but he or she will need help from the finance leader and often from other senior team members to put the revenue forecast together.

You will continue to use KPIs as a bridge between the revenue budget and the cost budget, but the creation of the KPIs and the forecast of them is now driven by the entire senior team. As I said in last week's post, this is the most important part of the budgeting process so make sure to give the senior team ample time to get the KPIs right.

Cost budgeting in a large company is a much more exhaustive process. The cost budget has a lot more detail and input into it. It is an iterative process where each senior team member brings a cost budget from his or her team and the finance leader integrates it all together and then negotiates with the senior team members to get the numbers where they need to be. This is where entrepreneurial budgeting starts to feel like big company budgeting.

One thing that many companies start doing at this stage is benchmarking their budget numbers versus others in their industry sector. This is mostly done with public company numbers since getting detailed financials on privately held companies is difficult. It is helpful to look at what your competitors or similar companies are spending as a percent of revenues on the various parts of the business. And it is helpful to look at how profitable their businesses are versus yours.

As you can see, the primary difference between the budgeting process in a growing company and a large company is the amount of involvement, interaction, and iteration among the senior team. This all takes time. So start the budgeting process by labor day, if not a bit sooner. It will take three months to do this right. You'll want your budget ready for a board review in mid to late November so there is time to do one more iteration before year end if that is necessary.

The budgeting process is really critical in a large company. It forces the company to make highly informed decisions about investments and resource allocation and it creates company wide discipline around hitting goals. I have never seen a company of 150 employees or more operate functionally without a strong budget process.

I'd like to again thank Matt Blumberg and Jack Sinclair of our portfolio company Return Path for their help with these budgeting posts. I have watched them go through all of the various stages over the years and their planning and budgeting has been stellar. Their insights were invaluable to me in putting the "how to" parts of these posts together.

Next week we'll talk about what happens when the reality starts diverging from the budget – forecasting.

# Forecasting

This is the final post in a long MBA Mondays series on projections, budgets, and forecasts. Today we will talk about what happens when reality starts to differ from what you've budgeted – you re-forecast.

Let's go back to the framework I laid out at the start of this series. Projections are long-term high level efforts to establish the scope of the opportunity. Budgets are an effort to establish an operating framework for the coming year. And forecasts are done intra-year to establish what is likely to happen. As someone said in the comments, it's "long term, short term, and real-time."

Forecasts are typically done mid-year but they can and should be done whenever the actual performance differs significantly from what was budgeted. Forecasts are not an attempt to throw out the budget. The company should continue to measure itself and report against the budget. The forecast should exist beside the budget and show what management thinks is likely to happen.

Forecasts are important for a variety of reasons but first and foremost you want to know where your cash balances will actually be. And you'll want to know where you will be on your revenue growth trajectory. If you are planning on doing a financing, forecasts are important because they will give you an indication of what the metrics investors will be using when they offer you terms for a financing.

The process of doing a forecast is not very hard. You simply take the model you used for budgeting and put new numbers in for revenues and costs. The way most forecasts go down is the revenues are taken down to reflect slower sales growth. Then management looks at the costs in the budget. In some cases, costs are not adjusted because management feels that they need to continue to invest in the business. But in many cases, costs are adjusted down somewhat to reflect a desire to conserve cash. Either way, you'll have a new set of numbers for the months ahead.

You combine these new sets of numbers for the coming months with the actual results for the months that have already happened and you have your forecast.

Once you do a forecast, it is a good idea to keep updating it as the year develops. If you do a forecast at mid-year and by the fall that forecast is off, do another forecast. The forecast is not another budget you have to try to meet. It is an attempt to estimate actual results. So keep adjusting the forecast in an attempt to nail it.

As you get into the fall, you will start budgeting for the next year. Use the learning that came from the forecasting exercise to make next year's budget better. Think of budgets and forecasts as agile financial management. The budget is the annual release and the forecasts are the iterations based on feedback.

So that's it. We are now done with projections, budgeting, and forecasting. Next week we'll tackle a new topic.

# Risk And Return

One of the most fundamental concepts in finance is that risk and return are correlated. We touched on this a tiny bit in one of the early MBA Mondays posts. But I'd like to dig a bit deeper on this concept today.

Here's a chart I found on the Internet (where else?) that shows a bunch of portfolios of financial assets plotted on chart.

As you can see portfolio 4 has the lowest risk and the lowest return. Portfolio 10 has the highest risk and the highest return. While you can't draw a straight line between all of them, meaning that risk and return aren't always perfectly correlated, you can see that there is a direct relationship between risk and return.

This makes sense if you think about it. We don't expect to make much interest on bank deposits that are guaranteed by the federal government (although maybe we should). But we do expect to make a big return on an investment in a startup company.

There is a formula well known to finance students called the Capital Asset Pricing Model which describes the relationship between risk and return. This model says that:

Expected Return On An Asset = Risk Free Rate + Beta (Expect Market Return – Risk Free Rate)

I don't want to dig too deeply into this model, click on the link on the model above to go to WIkipedia for a deeper dive. But I do want to talk a bit about the formula to extract the notion of risk and return.

The formula says your expected return on an asset (bank account, bond, stock, venture deal, real estate deal) is equal to the risk free rate (treasury bills or an insured bank account) plus a coefficient (called Beta) times the "market premium." Basically the formula says the more risk you take (Beta) the more return you will get.

You may have heard this term Beta in popular speak. "That's a high beta stock" is a common refrain. It means that it is a risky asset. Beta (another Wikipedia link) is a quantitative measure of risk. It's formula is:

Covariance (asset, portfolio)/Variance (portfolio)

I've probably lost most everyone who isn't a math/stats geek by now. In an attempt to get you all back, Beta is a measure of volatility. The more an asset's returns move around in ways that are driven by the underlying market (the covariance), the higher the Beta and the risk will be.

So, when you think about returns, think about them in the context of risk. You can get to higher returns by taking on higher risk. And to some degree we should. It doesn't make sense for a young person to put all of their savings in a bank account unless they will need them soon. Because they can make a greater return by putting them into something where there is more risk. But we must also understand that risk means risk of loss, either partial or in some cases total loss.

Markets get out of whack sometimes. The tech stock market got out of whack in the late 90s. The subprime mortgage market got out of whack in the middle of the last decade. When you invest in those kinds of markets, you are taking on a lot of risk. Markets that go up will at some point come down. So if you go out on the risk/reward curve in search of higher returns, understand that you are taking on more risk. That means risk of loss.

Next week we will talk about diversification. One of my favorite risk mitigation strategies.

# Diversification

I was talking to a friend over the weekend and he told me a story about a person he knows who made hundreds of millions of dollars of net worth in his career and then lost it all. I asked my friend how that could happen. He said "he made a lot of risky bets and none of them worked out."

I don't get how anyone could do that to be honest. I don't understand how someone gives Madoff all of their money to manage for them. When someone has very little to lose, I totally get betting it all and going for it. But when you have accumulated a nest egg or more, you must be diversified in your investments and assets. You cannot put all of your eggs in one basket.

Last week on MBA Mondays, we talked about Risk and Return. I made the point that risk and return are correlated. If you want to make higher returns, you must take on higher risk. But you can mitigate that risk by diversification. And this post is about that strategy.

One of the things most everyone learns in business school is portfolio theory (that's a wikipedia link if you want to learn more). Portfolio theory says that you can maximize return and minimize risk by building a portfolio of assets whose returns are not correlated with each other.

Let's use some real life examples. Let's say you have a portfolio of stocks and all of them are tech companies. To some degree, they are all correlated. When the tech bubble blew up in March of 2000, every tech stock went down. So if you had that portfolio, your portfolio went down big. Let's say you have a portfolio that has some tech stocks, some oil stocks, some packaged goods stocks, some real estate, some bonds, and some cash in it. When the tech bubble bursts, you get hit, but your portfolio does not "blow up." That is the power of diversification at work.

I have my own tech bubble story that is similar to that example. When the Gotham Gal and I moved back to NYC in the late 90s, we bought a large piece of real estate in lower manhattan from NYU. We sold a big slug of Yahoo stock that we got in the sale of Geocities to fund the purchase. And then we sold another big slug of Yahoo stock to fund a complete renovation of that real estate. Beyond those two sales, we did not get liquid on most of our internet and tech stocks because our funds were locked up on almost everything else.

When the bubble burst, our net worth dropped 80% to 90%. But it could have dropped 100%. That real estate did not drop in price. It actually increased by 2.5x over the eight years we owned it. That is the power of diversification at work.

Of course, we learned our lesson from that experience. We now have a fairly diversified portfolio of assets that includes venture capital investments, real estate investments, hedge funds, and municipal bonds. I am not suggesting that our mix is a good mix. I suspect we could be much more conservative and more "efficient" with our asset allocation if we hired a professional financial planner to do this work for us.

But this post is not really about our portfolio construction or even about asset allocation. It is about the power of diversification as a risk mitigator.

Let's talk about diversification in venture capital funds. Making "one off" early stage venture capital investments is a bad idea. The chance that you will pick a winner in early stage venture capital is about one in three. I've said many times on this blog that one third of our investments will not work out at all, one third will work but will not be interesting investments. And all of our returns will come from the one third that actually work out. If you are making "one off" early stage investments and make five or six investments over the course of a few years, you do not have enough diversification. You could easily pick five or six investments and not once get to the one third that work.

We put 21 investments into our 2004 fund and I believe we will put between 20 and 25 investments into our 2008 fund. With that number of investments, we have a good chance of finding one investment that will be good enough to return the entire fund. And we have a good chance of finding another four or five investments that will return the fund again. We can handle a complete wipe out on between five and ten investments and still produce excellent returns. That is how diversification helps to manage risk in an early stage venture portfolio.

So if you are building a portfolio of anything, be it financial assets or anything, make sure to fill it with things that are not too similar and not too correlated with each other. To do otherwise is not prudent.

# Hedging

This is the third in a series of MBA Mondays posts about risk and return. Last week we talked about diversification, my favorite form of risk mitigation. This week we are going to talk about another favorite risk mitigation method of mine – hedging.

There are different types of investors in any highly developed and liquid market. There are speculators who are looking to make risky bets and you can use them to reduce your risk by taking the opposite side of those bets. Doing this is called hedging.

Let's go through some real world examples. The simplest one is shorting a stock that you own. Let's say you own 1,000 shares of Apple that you bought during the 2008 market break at $75/share. The Apple shares are now at $267/share and you are worried that the iPhone 4 reception problems are going to hurt the stock in the short term. You could sell the stock, but you really don't want to. So you can short 1,000 shares of Apple for as long as you are nervous.

The way shorting a stock works is someone who also owns the stock loans you the shares and you sell them. You promise to give them back the stock at some future date. You pocket the $267,000 you get from selling the Apple stock but you have a liability which is you have to give the stock back to the person or institution who loaned it to you. Fortunately, you still own the stock you originally purchased so you can always pay back the loan in the stock you own. If the stock goes down, you can use some of the $267,000 you got in the sale of stock to buy back the Apple stock at a lower price and use that to repay the loan. If the stock goes up, you are losing money on your short, but making exactly the same amount on the stock you originally bought.

In this scenario, you have hedged your risk of the stock going down, but you are also not going to make any money if the stock goes up. It is like you sold the stock except that you still have your original stock in your possession. You are perfectly hedged except for counterparty risk, which are risks brought on by the other party to your hedging transaction. In this case, counterparty risk is pretty low.

Another form of hedging involves options. There are two primary forms of options, puts and calls. A put option gives you the option of "putting" your stock to someone else at a specific price. A call option gives you the option of "calling" a stock from someone else at a specific price.

Let's continue this example of Apple stock at $267/share. Instead of shorting the stock you can use options to hedge your position. The simplest form of a hedge is to buy a put to protect your downside. Let's say you want to make sure you get $250/share for your Apple stock no matter what. You can buy a put that allows you to "put" your Apple stock for $250/share until August 10th (a little more than 5 weeks) for $27. If that happens, you actually are getting $223/share because you'll get $250/share but you had to pay $27 for the call. That is the purest form of downside protection. It is expensive, but you get to keep all of the upside on the stock. And there is counterparty risk because if the person selling you the put goes out of business, they won't be there to honor the call.

If you are willing to give up some upside, then a better approach is the "collar". In this trade you buy a put and sell a call. The August 10th Apple put at $250 is trading at $27 right now. To finance that cost, you can sell an Aug 10th Apple $280 call for $24. You are still out $3/share but it is must less expensive insurance. However, if the stock goes up to $280, it can get called from you.

I got all these option prices from the CBOE's website. These are the current prices as of Monday morning before the markets open. These prices will move around a lot, reflecting both the price of Apple stock, the remaining time until expiration of the option, and the volatility of the stock.

If you think about the collar, it is a lot like shorting a stock you already own. You are protected if the stock goes down but you aren't going to make much if the stock goes up.

When our venture capital firm finds itself with a lot of public stock that we cannot sell for one or more reasons and we want to protect ourself from downside risk, we like to use a collar. You can use traded options, like the ones I am quoting from the CBOE. Or you can get a trading desk at a major brokerage firm to create synthetic options for you. No matter what you do with collars, it is going to cost something. You are purchasing insurance and insurance has a cost.

It is important to remember the counterparty risk when you are hedging. No hedge is any good if the other party to the transaction is not there to settle up. It is like buying insurance. You want to buy insurance from a highly rated carrier and you want to do hedging transactions with financially secure and stable counterparties. What constitutes that these days is another issue.

In summary, when you have a large gain on your hands, think about taking some of that gain off the table by selling it and diversifying. If you can't do that for one reason or another (taxes is a common one), think about a hedging transaction.

# Currency Risk In A Business

I'm in europe this week, using euros for everything instead of dollars. So I thought it would be an appropriate time to talk about currency risk in a business.

When you have a business that only generates revenues in your local currency, you don't have to concern yourself with the fluctuations of one currency versus another. But if you start generating revenues in other currencies, or if you open an office outside of your country and start generating expenses in other currencies, you will have to start thinking about currency risk.

First, let's talk a little about currencies and how they fluctuate against each other. Since I'm spending euros this week, let's look at the past 120 days of price action in dollar/euro:

So let's say that 20% of your company's revenues are euro denominated. And let's say that your business is doing $10mm a year in revenues. So about $2mm in US dollars of your revenue is in euros. And let's say that was the case at the beginning of the year. At that time, the exchange rate was about .7 euros to 1 dollar. So your business was generating 1.4mm euros in revenues. Since the start of the year, the euro has dropped and now you get .8 euros for every dollar. So if your business is still generating 1.4mm euros in revenues, that is now only $1.75mm dollars of revenue per year. You are still selling just as much in euros, but your annual revenues in dollars has dropped $250,000 in six months. That is how currency fluctuations can impact a business.

Let's do the same analysis, but this time with expenses. If at the start of the year, you had $2mm in annual expenses in a euros because you have an office in europe with employees, rent, etc, then you had 1.4mm euros in annual expenses. By June of this year, those expenses have dropped to $1.75mm, saving your company $250,000 in annual expenses.

What this example shows is the primary lesson of currency risk in business. It is ideal to have your foreign currency denominated expenses and revenues be as close to each other as possible. Because if you can do that, they are a natural hedge. If our examples are combined, and you have $2mm of revenues and $2mm of expenses in euros (a breakeven business in euros), then your profits will not be impacted by currency fluctuations. Your revenues might go up or down, but your profits will be immune.

If you cannot match foreign currency denominated revenues and expenses, then you will have risk to your business. If the foreign currency revenues and/or expenses are small (measured in the millions or less), then you should not do anything about this risk. Just understand that you have the risk and live with it.

But if your unmatched foreign currency denominated revenues and/or expenses are in the tens of millions of dollars or more, then you can hedge the risk. As I explained in last week's post, there are a number of hedging strategies that you can put in place to manage this risk. There are currency desks at the major money center banks and global brokerage firms that specialize in hedging currency risk for companies and they will be happy to put in place currency hedges for you. Hedging currency risk can get expensive, which is why I don't recommend it for small companies, but for large companies with significant currency risk, it is standard business practice and it is very common.

For many entrepreneurs, currency risks are not going to be something to worry at the start of the business. But we see most of our portfolio companies start thinking about international expansion about five years into the development of their business. They open an office outside the US and start generating non dollar denominated expenses. In time, they start generating non dollar denominated revenues. At some point, these amounts become significant and the CFO has to start thinking about currency risk. If you get to that point in your business, think of it as a good sign. Something to manage for sure, but a sign that the business is on the right trajectory.

# Purchasing Power Parity

Continuing the international theme, we are going to talk about Purchasing Power Parity today on MBA Mondays. I learned about purchasing power parity in business school and it has always helped think about international exchange rates. The theory is far from perfect and fails miserably in many situations, but I still think the basic construct of purchasing power parity is something everyone in business should understand.

The basic concept is this: a basket of goods that are traded between markets should cost the same in different markets. My favorite example is the "Big Mac Index" which is calculated and published annually by The Economist. If a Big Mac costs $4 in the US and 3 pounds in the UK, then the proper exchange rate between the two currencies should be four dollars to three pounds which works out to be 1.33 dollars per pound.

The reason I like the Big Mac index is it is simple to understand. A Big Mac is not a "basket of goods" however and a more comprehensive basket of goods is normally used to calculate purchasing power parity of different countries.

That said, I will use the Big Mac index one more time to explain how purchasing power parity can be used to determine of a currency is overvalued or undervalued. This example comes from wikipedia:

Using figures in July 2008:

  * the price of a Big Mac was $3.57 in the US

  * the price of a Big Mac was £2.29 in the United Kingdom (Britain) (Varies by region)

  * the implied purchasing power parity was $1.56 to £1, that is $3.57/£2.29 = 1.56

  * this compares with an actual exchange rate of $2.00 to £1 at the time

  * [(1.56-2.00)/2.00]*100= -22%

  * the pound was thus overvalued against the dollar by 22%

This is important to understand. If two baskets of goods should cost the same in different markets and they don't, then the implication is that one currency is overvalued relative to another and that difference will eventually unwind itself.

Let's look at China versus the US. The International Monetary Fund (IMF) estimated in 2008 that one US dollar was worth 3.8 yuan using purchasing power parity. And yet the official exchange rate at that time was one dollar for 7 yuan. That situation has not changed much. The yuan dollar exchange rate is now one dollar of 6.8 yuan.

What this means is that US made goods are more expensive in China than they should be using purchasing power parity as a guide. And Chinese goods are less expensive in the US than they should be using purchasing power parity as a guide. If the dollar yuan exchange rate was allowed to move entirely with market forces, the theory of purchasing power parity says that the exchange rate should move to around 4 yuan to the dollar. Until that happens, this price discrepancy will remain.

There are all sorts of problems with purchasing power parity but I will not go into them here. The basic concept makes sense to me and is used widely in international economics. It is worth understanding as it provides a basic framework for how currencies can and should move relatively to each other.

# Opportunity Costs

We are going to turn our attention on MBA Mondays to some costs that are important to recognize in business. First up is Opportunity Cost.

Opportunity Cost is the cost of not being able to do something because you are doing something else. These costs don't end up on your income statement but they are expensive, particularly in a small business where you have very few resources.

Let's use an example. Assume you have three software engineers on your team and you commit to building a new product that ties all three of them up completely for six months. Not only do you commit to build that product, but you sell it in advance and take a deposit from your customer to fund the development. And then an even bigger opportunity comes your way. You have been invited to build a version of your product that will ship in a hot new device that a major computer company is making a big bet on. But you can't take on that project because your team is tied up on the first project.

So the cost of the first project is not only the time and salaries of the three software engineers who are working on it. It is also the lost revenues and market share you might have gotten if you had been able to work on the partnership on the new device. That is your opportunity cost.

The problem with opportunity costs is that you can't predict or measure them very well. They become painfully obvious in hindsight but not at the decision point when you need to know their magnitude.

So what do you do about opportunity costs that are out there but you can't see or measure? That's a tough one. I like what my friend Gretchen Rubin said on the subject:

_I also try to ignore opportunity costs. I can become paralyzed_  
 _if I think that way too much. Someone once told me, of my alma mater,_  
 _"The curse of Yale Law School is to die with your options open" –_  
 _meaning, if you try to preserve every opportunity, you can't move_  
 _forward._

So my advice is to understand the concept of opportunity costs, build them into you mental map, but don't focus too much on them. If you can, try to build some flexibility into your organization so you aren't completely resource constrained. That will reduce opportunity costs. But at the end of the day, you need to "move forward" in Gretchen's words and that is first and foremost what all great entrepreneurs do.

# Sunk Costs

Today on MBA Mondays we are going to talk about another form of costs; Sunk Costs.

Sunk Costs are time and money (and other resources) you have already spent on a project, investment, or some other effort. They have been sunk into the effort and most likely you cannot get them back.

The important thing about sunk costs is when it comes time to make a decision about the project or investment, you should NOT factor in the sunk costs in that decision. You should treat them as gone already and make the decision based on what is in front of you in terms of costs and opportunities.

Let's make this a bit more tangible. Let's say you have been funding a new product effort at your company. To date, you've spent six months of effort, the full-time costs of three software developers, one product manager, and much of your time and your senior team's time. Let's say all-in, you've spent $300,000 on this new product. Those costs are sunk. You've spent them and there is no easy way to get that cash back in your bank account.

Now let's say this product effort is troubled. You aren't happy with the product in its current incarnation. You don't think it will work as currently constructed and envisioned. You think you can fix it, but that will take another six months with the same team and same effort of the senior team. In making the decision about going forward or killing this effort, you should not consider the $300,000 you have already sunk into the project. You should only consider the additional $300,000 you are thinking about spending going forward. The reason is that first $300,000 has been spent whether or not you kill the project. It is immaterial to the going forward decision.

This is a hard thing to do. It is human nature to want to recover the sunk costs. We face this all the time in our business. When we have invested $500,000 or $5mm into a company, it is really easy to get into the mindset that we need to stick with the investment so we can get our money back. If we stop funding, then we write off the investment almost all of the time. If we keep putting money in, there is a chance the investment will work out and we'll get our money back or even a return on it.

Even though I was taught about sunk costs in business school twenty-five years ago, I have had to learn this lesson the hard way. Most of the time that we make a follow-on investment defensively, to protect the capital we have already invested, that follow-on investment is marginal or outright bad. I have seen this again and again. And so we try really hard to look at every investment based on the return on the new money and not include the capital we have already invested in the decision.

This ties back to the discussion about seed investing and treating seed investments as "options." Every investor, if they are rational, will look at the follow-on round on its own merits and not based on the capital they already have invested. But the venture capital business is a relatively small world and reputation matters as well. Those investors who make one follow-on for every ten seeds they make will get a reputation and may not see many high quality seed opportunities going forward. Our firm has followed every single seed investment we have made with another round. In most cases, those investments have been good ones. But we have made a few marginal or outright bad follow-ons. We do that for reputation value as much as anything else. We measure that value and understand that is what we are doing and we keep those reputation driven follow-ons small on purpose.

When it is time to commit additional capital to an ongoing project or investment, you need to isolate the incremental investment and assess the return on that capital investment. You should not include the costs you have already sunk into the project in your math. When you do that, you make bad investment decisions.

# Off Balance Sheet Liabilities

In the past couple weeks we've talked about some costs that don't always appear on the income statement; opportunity costs and sunk costs. Today, I'd like to talk about some liabilities that don't appear on the balance sheet. The technical term for them is "off balance sheet liabilities" and they are something to be very wary of as an investor.

When you think about investing in a business, whether it is a public stock you can buy via Schwab, or a mature business you are acquiring with debt financing in a leveraged purchase transaction, or a growth company you are investing in, or even a young startup, you should take a close look at the balance sheet. You should see what obligations that company has built up over the years and how they compare to the company's assets. When the liabilities are large and the assets are not and if the cash flow is weak or non-existent, then you should be extremely cautious because those liabilities can sink the company. We talked a bit about this in the post I did on financial statement analysis and the balance sheet.

But sometimes companies don't put all of their obligations on the balance sheet. There are at times valid reasons for this, but there are times when the company is just trying to pull a fast one on the investor community. Enron is a classic business case story about this. What Enron did was create investment partnerships where they transferred assets and liabilities. But those partnerships had close ties back to Enron and at the end of the day, they did not eliminate the liabilities, they just took them off their reported balance sheet. When those partnerships blew up, Enron came crashing down. Billions were lost and executives went to jail.

Even if the company you are looking to invest in is totally clean and honest, there will be likely be liabilities that are not on the balance sheet. Let's say you are looking at investing in a company that does mobile software development for big media companies. Let's say they have just signed a three-year contract to develop mobile apps for one of the largest media companies in the world. Let's say they got paid upfront $1mm to do this work. That $1mm will appear on the balance sheet as deferred revenue and that is a liability. But what if the company misjudged the amount of work it will take and they will ultimately lose money on the deal? What if it will actually take them $1.5mm in costs to do this work? The $500k of losses is an additional liability but it doesn't appear on the balance sheet anywhere. But those losses could sink the company if it is thinly capitalized.

Real estate liabilities are a particularly thorny issue. Back in the early part of the last decade, right after the Internet bubble burst, I spent almost all of 2001 trying to negotiate a bunch of companies out of real estate liabilities. These companies were all growing like crazy in 1999 and 2000 and they signed five and ten year leases on big spaces (like 10,000 square feet or more) with big landlords. Many of these leases had rent concessions in the first year or 18 months and when those concessions came off, the companies instantly faced the dual reality that they could not afford the leases and that they were not going to raise more money with these huge lease obligations in place. But those lease obligations were not on the balance sheets. The annual rent expenses were on the income statement, but the future lease obligations that ultimately sunk a few of these companies were only disclosed in the back of the footnotes.

The footnotes are where you have to go to see these off balance sheet liabilities. If the Company is audited, then their annual financial statements will have footnotes and this kind of stuff is likely to be in there. If the company is publicly traded, it will be audited, and the footnotes will be in the 10Ks and 10Qs that the company files with the SEC. But many privately held companies, particularly early stage privately held companies, are not audited. So if you are going to invest in a company that is not audited, you need to diligence these unreported liabilities yourself. You should ask about lease obligations and any other contractual obligations the company has. Read the leases and the contracts. Understand what the company is obligated to do and how much money it will cost. Make sure those funds are in the projected cash flows.

Balance sheets and income statements are important to understanding a company. But they do not tell the entire picture. They don't tell you if the team is solid. They don't tell you if the product is any good. They don't tell you if the market is big. And they don't even tell you about all the costs and they don't tell you about all the liabilities. So you have to dig deeper and understand what is really going on before putting your capital at risk. That is called due diligence and it is critical to investing. And looking out for liabilities that aren't reported on the financial statements is an important part of that.

# Enterprise Value and Market Value

Last week I mentioned that sometimes I am at a loss for something to post about on MBA Mondays. Andrew Parker, who got his MBA at Union Square Ventures (largely self taught) from 2006 to 2010, suggested in the comments that I post about the differences between Enterprise Value and Market Value. It was a good suggestion and so here goes.

The Equity Market Value (which I will refer to as Market Value for the rest of this post) is the total number of shares outstanding times the current market price for a share of stock. To make this post simple, we will focus only on public companies with one class of stock. The Market Value is the price you are paying for the entire company when you buy a stock.

Let's use Open Table, a recent public company as our real world example in this post. Open Table (ticker OPEN) closed on Friday at $48.19 and has a "market value" of $1.1bn according to this page on Tracked.com. According to Google Finance, Open Table has 22.77 million shares outstanding. So to check the market value calculation on Tracked.com, let's multiply the market price of $48.19 by the shares outstanding of 22.75 million. My desktop calculator tells me that is $1.096 billion.

So if you purchase Open Table stock today, you are effectively paying $1.1bn for the company. But Open Table has $70 million of cash and has $11.6 million of short term debt outstanding. So if you paid $1.1bn for the company (as would be the case if your company purchased Open Table), then you would be getting $70 million of cash and a debt obligation of $11.6 million.

So the Enterprise Value of Open Table, meaning the value of the business without any cash or debt, is a bit less than $1.1bn. To get the Enterprise Value, you calculate the Market Value and then subtract cash and add debt. When we do that, we find that Open Table currently has an Enterprise Value of $1.038bn. Not much difference in percentage, but almost $60mm in difference in dollars.

There are some companies that have a lot of cash or a lot of debt relative to their Market Values and in those cases it is really important to do this calculation to get to Enterprise Value.

We do a lot of valuation analysis on our portfolio companies, particularly the ones with a lot of revenues and profits. We do them mostly for our accountants as part of something called FAS 157 or "mark to market accounting". I am not a fan of FAS 157 and I've blogged about it here before. But regardless of whether or not I think "mark to market" is the right way to value a venture portfolio (I do not), it is the current practice and we need to do it.

When we do valuations, we often use public market comps to get "market revenue and profit multiples" and then we apply them to our portfolio companies. When you do this work, it is critical to use the Enterprise Values to get the multiples. Then when you apply the multiples to the target company, again you need to get an Enterprise Value and then work back to get Market Values.

If you use Market Values to calculate multiples, you may end up with some really screwy numbers for businesses with a lot of cash or a lot of debt. So use Enterprise Values when you are doing valuations and calculating multiples.

# Bookings vs Revenues vs Collections

A reader suggested this topic for MBA Mondays. It is a good one.

When a customer commits to spend money with your company, that is a "booking". A booking is often tied to some form of contract between your company and the customer. The contract can be simple or very complicated. And some bookings do happen without a contract. Examples of these contracts with customers include an insertion order in advertising, a license agreement in enterprise software, and a subscription agreement in "software as a service" businesses.

Revenue happens when the service is actually provided. In the case of advertising, the revenue is recognized as the ads are run. In the case of licensed software, the revenue is recognized when the software is delivered and accepted by the customer. In the case of a subscription agreement, the revenue is most often recognized ratably over the life of the subscription.

The customer's cash shows up in your company's bank account when it is collected. That can happen at the time of booking the business (as is typical in subscription businesses), or it can happen at the time of revenue recognition (as it typical in ecommerce), or it can happen a long time after revenue recognition (as it typical in advertising).

It is important to track all three of these metrics very closely. You want to know how much revenue your company has booked, you want to know what your monthly revenues are, and you want to know how much revenue you have collected, and most importantly, how much you have not yet collected (that is called Accounts Receivable).

It is also possible to collect cash at the time of booking in advance of when the revenues will be realized. That is called deferred revenue and it is a liability because delivery of the revenue is an obligation of the company. Many companies have four revenue oriented items they track; bookings, deferred revenues, revenues, and collections.

An interesting metric that many analysts and financial managers track is the book to bill ratio. You get that by dividing monthly (or weekly or quarterly) bookings by the revenues in the same period. If bookings are lower than revenues, that can be a negative sign. If bookings are a lot higher than revenues, that can be a positive sign. But it can also mean that your company is having a hard time getting revenue realized.

In some industries, not all bookings turn into revenues. In the advertising business, for example, it is often the case that not all the booked business can be delivered (and thus recognized as revenue). This is a big issue in highly targeted advertising businesses. If you have such a business, it is important to track your yield which is the percentage of booked revenue that you actually deliver in a given period.

I like to think of the bookings to billings to collections as the way revenues "flow" through the business. And since revenues are the life blood of any business, it is important to understand your company's specific flow and measure it along the way.

# Commission Plans

Last week's MBA Mondays post about Bookings, Revenues, and Collectionsgenerated a number of comments and questions about sales commission plans. So I decided to ask my friend and AVC community member Jim Keenan to write a guest post on the topic. Jim's blog, A Sales Guy, is a great read for those who want to get into the mind of a sales leader. So with that intro, here are Jim's high level thoughts on setting up commission plans. I know the discussion on this post is going to be a good one. So make sure to click on the comments link and if you are so inclined, please let us know what you think on this topic.

—–

I get asked a lot how to build a good commission plan. I give the same answer every time. Keep it simple and align it with company goals.

It amazes me how often companies screw this up.

Sales people are coin operated. Tell them they get a buck if they go get a rock, you'll get a rock, a whole lot of rocks. Tell them they get two bucks for red rocks, you'll get a lot of red rocks, but fewer rocks in general.

Sales people don't hear what you say; they hear what you pay!

Commission plans need to do two things; motivate sales people and sell product. They should align what you say, with what you pay.

The killer commission plan starts with two critical questions;  
1) What do you want to sell?  
2) How do you want the sales team to behave?

Commission plans drive behavior, get it wrong or don't align commission incentives with the company's goals you'll get everything you don't want and little of what you do want.

What do you want to sell? Do you want to sell your existing products or your new products? Do you want to sell your services or your software? Do you want more revenue or higher margin? Answering these questions up front matters. Whatever you put in your commission plan you WILL get. Build your plan for what you want to sell.

How do you want the team to behave? Do you want new accounts and new business or more business from existing accounts? If you want new accounts pay for hunting, if you want them to work the accounts you already have, then pay for farming. What ever you pay for you WILL get. Build your plan for how you want the team to act.

The key is to sit down with finance, product and marketing with the budget in hand and ask the questions; what do we need to sell by the end of the year? Where do we need the business to be? How much revenue do we need? How much margin do we want? How many new customers do we need? How much growth are we looking for? How do we define success at the end of the year? Once these questions are answered, incent the sales team to do exactly that. What ever you pay for you will get.

Once the incentives have been nailed and properly aligned, make the plan dead, stupid, simple. Don't overcomplicate it. Don't try to be sophisticated, creating fancy algorithms and fancy spreadsheets filled with if/thens. Make the plan "simple stupid."

A plan is simple stupid if a sales person knows exactly what they will be paid on a deal without looking it up. Simple plans motivate sales teams. They know what their deals are worth and chase them accordingly.

Complicated plans de-motivate. When sales doesn't know how much they will get paid on a deal, motivation is nipped. Make sure it's easy for sales to figure out what they get paid on a deal by deal basis.

In addition to being dead, stupid, simple, all plans must have accelerators. Don't be greedy. Don't look to cap sales earnings. If they are selling more, pay them more. Accelerators are when more commission is paid for a deal after a certain threshold is met, usually quota.

Finally, AND most important, once the plan is done DON'T MESS WITH IT. Nothing is more detrimental to a sales environment than changing the commission plan on the fly. You have to live with what you have.

Commission plans are the lifeblood of a sales team. Get them right; start counting the money. Get them wrong; it'll be a long year.

Remember; Sales people don't hear what you say, they hear what you pay . . . so pay right.

# What A CEO Does

I am posting this as a MBA Mondays post. But I did not learn this little lesson at business school. I learned it from a very experienced venture capitalist early in my post-MBA career.

I was working on a CEO search for one of our struggling portfolio comapnies. We had a bunch of them. I started in the venture capital business just as the PC hardware bubble of the early 80s was busting. Our portfolio was a mess. It was a great time to enter the business. I cleaned up messes for my first few years. I learned a lot.

Anyway back to the CEO search. One of the board members was a very experienced VC who had been in the business around 25 years by then. I asked him "what exactly does a CEO do?"

He answered without thinking:

_A CEO does only three things. Sets the overall vision and strategy of the company and communicates it to all stakeholders. Recruits, hires, and retains the very best talent for the company. Makes sure there is always enough cash in the bank._

I asked, "Is that it?"

He replied that the CEO should delegate all other tasks to his or her team.

I've thought about that advice so often over the years. I evaluate CEOs on these three metrics all the time. I've learned that great CEOs can and often will do a lot more than these three things. And that is OK.

But I have also learned that if you cannot do these three things well, you will not be a great CEO.

It is almost 25 years since I got this advice. And now I am passing it on. It has served me very well over the years.

What A CEO Does (continued)

Last week's MBA Mondays post on What A CEO Does was a huge hit. Matt Blumberg, who is one of the finest CEOs I've had the pleasure of working with, wrote a follow-up post on the topic for his blog. I asked him if I could run it as a guest post here on MBA Mondays and he agreed.

So, here's a bit more on What A CEO Does:

—-

What Does a CEO Do, Anyway?

Fred has a great post up last week in his MBA Mondays series caled "What a CEO Does." His three things are set vision/strategy and communicate broadly, recruit/hire/retain top talent, and make sure there's enough cash in the bank.

It's great advice. These three are core job responsibilities of any CEO, probably of any company, any size. I'd like to build on that premise by adding two other dimensions to the list.

First, three corollaries – one for each of the three responsibilities Fred outlines.

• Setting vision and strategy are key...but in order to do that, the CEO must remember the principle of NIHITO (Nothing Interesting Happens in the Office) and must spend time in-market. Get to know competitors well. Spend time with customers and channel partners. Actively work industry associations. Walk the floor at conferences. Understand what the substitute products are (not just direct competition).

• Recruiting and retaining top talent are pay-to-play...but you have to go well beyond the standards and basics here. You have to be personally involved in as much of the process as you can – it's not about delegating it to HR. I find that fostering all-hands engagement is a CEO-led initiative. Regularly conduct random roundtables of 6-10 employees. Send your Board reports to ALL (redact what you must) and make your all-hands meetings Q&A instead of status updates. Hold a CEO Council every time you have a tough decision to make and want a cross-section of opinions.

• Making sure there's enough cash in the bank keeps the lights on...but managing a handful of financial metrics in concert with each other is what really makes the engine hum. A lot of cash with a lot of debt is a poor position to be in. Looking at recognized revenue when you really need to focus on bookings is shortsighted. Managing operating losses as your burn/runway proxy when you have huge looming CapEx needs is a problem.

Second, three behaviors a CEO has to embody in order to be successful – this goes beyond the job description into key competencies.

• Don't be a bottleneck. You don't have to be an Inbox-Zero nut, but you do need to make sure you don't have people in the company chronically waiting on you before they can take their next actions on projects. Otherwise, you lose all the leverage you have in hiring a team.

• Run great meetings. Meetings are a company's most expensive endeavors. 10 people around a table for an hour is a lot of salary expense! Make sure your meetings are as short as possible, as actionable as possible, and as interesting as possible. Don't hold a meeting when an email or 5-minute recorded message will suffice. Don't hold a weekly standing meeting when it can be biweekly. Vary the tempo of your meetings to match their purpose – the same staff group can have a weekly with one agenda, a monthly with a different agenda, and a quarterly with a different agenda.

• Keep yourself fresh...Join a CEO peer group. Work with an executive coach. Read business literature (blogs, books, magazines) like mad and apply your learnings. Exercise regularly. Don't neglect your family or your hobbies. Keep the bulk of your weekends, and at least one two-week vacation each year, sacrosanct and unplugged.

There are a million other things to do, or that you need to do well...but this is a good starting point for success.

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Outsourcing

This MBA Mondays topic was suggested by Aviah Laor, a regular member of this community.

I'll start this post by describing outsourcing and explain why companies do it. Then I'll talk about outsourcing in the context of startups.

Outsourcing is when a company hires another company to perform certain functions. Wikipedia defines it as "contracting to third parties." The term has become synonomous with the transfer of labor/work overseas, but outsourcing is not geographically defined. You can outsource work to the company across the hall.

The two primary reasons one company will outsource work to another company are cost and skill set. The third party outsourcing company can provide the required work at either lower cost or higher quality or possibly both. Sometimes time is also a factor. It is often the case than an outsourcing company can get the job done faster.

All kinds of business functions can be outsourced. I have seen almost every part of a business outsourced at one time or another. But the most common things that companies outsource are software engineering, data entry/data hygiene, customer service, tech support, and financial record keeping/reporting.

Startups are among the most active outsourcers. It makes sense. Typically the founding team has skills in one or two areas and doesn't have the entire set of skills to launch a business. So they outsource the tasks they don't have the expertise in. This can be a good thing but can also be a bad thing.

Specifically, I think it is always a bad thing for the founding team of a software company to outsource software development. We see this a lot. A team will come into our office and pitch us. When I ask how many people they have, they say "this is all of us". Then I say, "who is writing code?" And they say, "we've hired a company to do that for us." That is a very disappointing moment for me because it means we almost certainly won't invest in that team. We believe that software companies must own their most important capability themselves and that is the ability to produce their product in house.

The founding team of a software company should have a strong product manager on it (often that is the founder) and should have at least several strong software developers on it who can write most of the code. It does make sense to outsource some parts of software engineering from time to time. A common thing we've been seeing recently is outsourcing the development of a blackbbery app or some other kind of mobile app. Right now, that is still a fairly nascent skill set but we are also advising most of our portfolio companies to bring individuals in house to do that work because it appears that mobile app development will be a key skill set for our portfolio companies for some time to come.

It is tempting for startups to want to outsource customer service and tech support because these are labor intensive activities that can be fairly easily outsourced to a call center, either in the US or even outside the US. At some point, most companies will outsource some of all of this work. But we do not believe startups should outsource this work until they are "all grown up" (whatever that means). Customer service and tech support are the best way for startups to talk to their customers. Sometimes it is the only way startups get to talk to their customers. And customer feedback is so very important to startups so it is critical for them to do this work in house.

Data input and data hygiene is one area that we do think startups can and should outsource. This is not strategic for most startups and is often costly and time consuming work that can be easily outsourced.

The function that most startups outsource in the beginning is financial record keeping and reporting. And that makes sense. Accounting and bookkeeping is a specific skill that most founders don't have. By outsourcing it, you make sure your books and records are kept accurately and up to date.

I am a fan of outsourcing in general. I believe companies should develop those skills and functions that are their core competency and outsource the skills and functions that are not. I believe that the US should invest in outsourcing instead of demonizing it. I believe there is a lot of opportunity for economically weak regions of the US to use outsourcing to build their economies and grow.

But for startups, outsourcing is a tricky issue. You should not outsource those things that are core competencies or critical feedback points. If you don't have the skills on your founding team to do that work, go find people who do and either hire them or bring them onto the founding team.

#    
Outsourcing vs Offshoring

A lot of the discussion about last week's MBA Mondays post on Outsourcing was about the differences between outsourcing locally and outsourcing outside your home country. A popular term for the latter approach is offshoring.

The advent of modern electronic communications has allowed companies to efficiently source and manage labor all around the globe. This is one of the megatrends, if not the megatrend, of the current economic period we are living in.

But just because you can use labor halfway around the world doesn't mean you should. This post is about the pros and cons of offshoring from my perspective.

On the plus side, offshoring often offers considerable cost savings. Labor costs in emerging markets are often a fraction of the labor costs in the developed world. And you can often tap into highly educated and skilled labor pools. We have companies in our portfolio that have built world class engineering teams in places like Belarus, Solvenia, and India. These teams cost less and often produce amazing work. AVC community member Ken Berger has been involved in building a strong team of ruby engineers in Vietnam. I have no doubt that team can do excellent work at a fraction of the cost of a team of ruby engineers in San Francisco or New York.

On the negative side, there are significant communication and management issues that arise when you have a team working half way around the world for you. Yes, you can Skype, IRC, Twitter, and IM all day long with your remote team. But often they want to be asleep when you want to be awake. Israeli tech teams are well known for their participation in critical product/tech meetings with their US counterparts in the wee hours of the morning. They might be in the meetings, but you have to wonder if they are at their best.

But as problematic as the communications issues are, the management issues are even harder. You can outsource the management issues by hiring a firm to do your work for you. I am not a big fan of that approach, particularly for startups. As I outlined in my post last week, I believe startups need to directly employ the people doing the most critical tasks. And for a startup, that includes things that are commonly offshored like software engineering and customer support. And even if you outsource the management to an offshore firm, you will have to manage that firm. And managing vendors is often harder than managing employees.

I have observed that hiring a local manager for a remote team is often the hardest thing to do. And you need a strong manager in place in your remote location if you are going to be successful. A weak manager of a remote team is almost always a disaster for your company. It causes delays and management messes that you will have to clean up.

The most reliable technique I have observed is to ask a trusted and experienced team member to go overseas and launch/manage the remote team. That is a big ask and often is not possible. But if you can make that work, it has the highest probability of success.

The companies in our portfolio that have done the best job with teams located in other parts of the world have had founders who came from those places or founders who spent significant time in those locations. They are able to source high quality talent and manage them, sometimes even remotely due to their familiarity with the people, place, and culture.

Speaking of culture, you can't overemphasize what a big deal it is having multiple cultures in your company. Some cultures take it easy in the summer and work hard in the winter. Some cultures have different approaches to gender in the workplace. Some cultures value respect more than money. Some cultures value money more than respect. Multiple cultures can often create tensions between offices and teams. Managing all of this is hard and I have not seen many do it exceptionally well. But I have also observed that as this kind of organization structure gets more common, entrepreneurs and managers are getting better at handling cultural complexity.

The single most important thing you can do is get everyone, at least all the senior team members of the company, across all geographies, together on a regular basis. And I think it is not a good idea to always have the remote offices come to the home office. The home office needs to travel to the remote offices too.

As I said at the start of this post, being able to source and manage talent all across the globe may be the signature megatrend of the current economic period. It has far reaching consequences for companies of all shapes and sizes. For startups, it offers lower costs and at times access to excellent skills and talent. But it comes with great challenges and you should not undertake an offshoring exercise lightly.

# Employee Equity

One of the topics I get asked about most on MBA Mondays is "options." But options are only one form of employee equity. I am going to do a series of posts on this topic over the next month of MBA Mondays. I will start by laying out the logic for employee equity, going over some target ownership levels, and describing the various securities you can use to issue employee equity.

One of the defining characteristics of startup culture is employee ownership. Many large companies provide employee ownership so this is not unique to startup culture. But when you join a startup, you have the expectation of getting some ownership in the company and if the company is successful and is sold or taken public, that you will share in the gains that result.

Employee ownership is such an important part of startup culture. It reinforces that everyone is on the team, everyone is sharing in the gains, and everyone is a shareholder. I can't think of a company that has come to pitch us that has not had an employee equity plan. And I can't think of a term sheet that we have issued that didn't have a specific provision for employee equity. It is simply a fundamental part of the startup game.

While employee equity is "standard" in the startup business, the levels of employee ownership vary quite a bit from company to company. There are a variety of reasons. Geography matters. Employee ownership levels are higher in well developed startup cultures like the bay area, boston, and NYC. They are lower in less developed startup communities. Engineering heavy startups will tend to have higher levels of employee ownership than services and media companies. I am not suggesting that is right or fair, but it is what I have seen. And if the founders are the top managers in a company, the level of "non founder employee ownership" will be lower. If the founders are largely gone from a company, the levels of "non founder employee ownership" will be higher.

If the founders are the top managers in the company, then the typical "non founder employee ownership" will tend to be between 10% and 20%. If the founders have largely left the company, then "non founder employee ownership" will be closer to 20% and could be a bit higher. I like the 20% number as a target if for no other reason than it maps well to the VC business. The people providing the "sweat equity" typcally get 20% of the gains in our business (at USV we get 20%) and they should get at least that in the companies we back. I say "at least" because the founders are often still providing "sweat equity" and they can own much more than 20%.

There are four primary ways to issue employee equity in startups:

– Founder stock. This is the stock that founders issue to themselves when they form the company. It can also include stock issued to early team members. Founder stock has special vesting provisions among the founders so that one or more of them doesn't leave early and keep all of their stock. Those vesting provisions are extended to the investors once capital is invested in the business. Founder stock will typically be common stock and it will be owned by the founders subject to vesting provisions.

– Restricted stock. This is common stock that is issued to either early employees or top executives that are hired into the company fairly early in a company's life. Restricted stock will have vesting provisions that are identical to standard employee option plans (typcially four years but sometimes three years). The difference between restricted stock and options is that the employee owns the shares from the day of issuance and can get capital gains treatment on the sale of the stock if it is held for one year or more. But issuing restricted stock to an employee triggers immediate taxable income to the recipient so it can be very expensive to the recipient and therefore it is only done very early when the stock is not worth much or when a senior executive is hired who can handle the tax issues.

– Options. This is by far the most common form of employee equity issued in startup companies. The stock option is a right issued to an employee to purchase common stock at some point in the future at a set price. The "set price" is called the "strike price." I am going to do at least one and probably several ful MBA Mondays posts on options so I am not going to say much more now.

– Restricted Stock Units. Knows as RSUs, these securities are relatively new in the startup business. They were created to fix issues with options and restricted stock and have characteristics of both. A RSU is a promise to issue common stock once the vesting provisions have been satisfied. The vesting provisions can include a liquidity event. So when you are getting an RSU, you are getting something that feels like an option but there is no strike price. When you get the shares, you will own them outright. But you might not get them for a while.

I will end this post by imploring all of you entrepreneurs to hire an experienced startup lawyer. Employee equity issues are tricky. You can and will make a bunch of expensive mistakes with employee equity unless you have the right counsel. There are plenty of law firms and lawyers who specialize in startups and you should have one of them at your side when you are setting up your company and throughout its life. That is true for a lot of reasons, but employee equity is one of the most important ones.

# Employee Equity: Dilution

Last week I kicked off my MBA Mondays series on Employee Equity. Today I am going to talk about one of the most important things you need to understand about employee equity; it is likely to be diluted over time.

When you start a company, you and your founders own 100% of the company. That is usually in the form of founders stock. If you never raise any outside capital and you never give any stock away to employees or others, then you can keep all of that equity for yourself. It happens a lot in small businesses. But in high growth tech companies like the kind I work with, it is very rare to see the founders keep 100% of the business.

The typical dilution path for founders and other holders of employee equity goes like this:

1) Founders start company and own 100% of the business in founders stock

2) Founders issue 5-10% of the company to the early employees they hire. This can be done in options but is often done in the form of restricted stock. Sometimes they even use "founders stock" for these hires. Let's use 7.5% for our rolling dilution calculation. At this point the founders own 92.5% of the company and the employees own 7.5%.

3) A seed/angel round is done. These early investors acquire 5-20% of the business in return for supplying seed capital. Let' use 10% for our rolling dilution calcuation. Now the founders own 83.25% of the company (92.5% times 90%), the employees own 6.75% (7.5% times 90%), and the investors own 10%.

4) A venture round is done. The VCs negotiate for 20% of the company and require an option pool of 10% after the investment be established and put into the "pre money valuation". That means the dilution from the option pool is taken before the VC investment. There are two diluting events going on here. Let's walk through them both.

When the 10% option pool is set up, everyone is diluted 12.5% because the option pool has to be 10% after the investment so it is 12.5% before the investment. So the founders now own 72.8% (83.25% times 87.5%), the seed investors own 8.75% (10% times 87.5%), and the employees now own 18.4% (6.8% times 87.5% plus 12.5%).

When the VC investment closes, everyone is diluted 20%. So the founders now own 58.3% (72.8% times 80%), the seed investors own 7% (8.75% times 80%), the VCs own 20%, and the employees own 14.7% (18.4% times 80%). Of that 14.7%, the new pool represents 10%.

5) Another venture round is done with an option pool refresh to keep the option pool at 10%. See the spreadsheet below to see how the dilution works in this round (and all previous rounds). By the time that the second VC round is done, the founders have been diluted from 100% to 42.1%, the early employees have been diluted from 7.5% to 3.4%, and the seed investors have been diluted from 10% to 5.1%.

I've uploaded this spreadsheet to google docs so all of you can look at it and play with it. If anyone finds any errors in it, please let me know and I'll fix them.

This rolling dilution calculation is just an example. If you have diluted more than that, don't get upset. Most founders end up with less than 42% after rounds of financing and employee grants. The point of this exercise is not to lock down onto some magic formula. Every company will be different. It is simply to lay out how dilution works for everyone in the cap table.

Here is the bottom line. If you are the first shareholder, you will take the most dilution. The earlier you join and invest in the company, the more you will be diluted. Dilution is a fact of life as a shareholder in a startup. Even after the company becomes profitable and there is no more financing related dilution, you will get diluted by ongoing option pool refreshes and M&A activity.

When you are issued employee equity, be prepared for dilution. It is not a bad thing. It is a normal part of the value creation exercise that a startup is. But you need to understand it and be comfortable with it. I hope this post has helped with that.

# Employee Equity: Appreciation

This is the third post in an MBA Mondays series on Employee Equity. Last week I talked about Dilution. This week I am going to talk about the antidote to Dilution which is Appreciation, specifically stock price appreciation.

When you start a company, on day one the stock is basically worthless. There are some exceptions to this rule such as a spinoff company where Newco is getting some valuable assets day one. However in the vast majority of cases, the value of a startup on day one is zero.

One of the objectives of an entrepreneur is to steadily increase the value of the business and the stock price.

At some point, the Company will generate revenues and earnings and can be valued using traditional valuation metrics like discounted cash flow and earnings multiples. But early on in the life of a startup it is trickier to value the stock.

Fortunately we have a marketplace for startup equity. It is called the venture capital business. Every time a startup raises capital, there is a competition between investors and a negotiation beetween the Company and the investors. Those two processes provide a mechanism to determine stock price.

There is a growing trend to finance the 'seed stage' of a startup's life with debt, specifically convertible debt. One of the reasons I am not fond of convertible debt is that it obfuscates the equity pricing process. But that's a digression.

So between the formation time when the stock price is most likely $0.01 per share (ie zero) and the time of exit at hopefully $100/share or more, there is a progression of price appreciation along the way marked by the progress of the business, financing events, and eventually revenues and earnings which lead to financial analysis.

If you are an entrepreneur or an employee in a startup who has equity as part of your compensation, it behooves you to understand the appreciation in the value if your equity.

One thing that you need to know is that the price doesn't always rise. There can be setbacks in the business that lead to price declines. There can be setbacks in the capital markets that make all businesses less valuable including startups.

And if course your Company could fail in which case all of the employee equity will be worthless.

In the case of a startup that becomes a successful business, the price will appreciate over time. There can be price declines or long periods of price stagnation, but if you are patient and the business succeeds, the employee equity will appreciate over the long run.

There are some specific issues that require a deeper dive, including the impact of liquidation preferences and the role of a 409a valuation. I will tackle those issues in the comings weeks.

# Employee Equity: Options

A stock option is a security which gives the holder the right to purchase stock (usually common stock) at a set price (called the strike price) for a fixed period of time. Stock options are the most common form of employee equity and are used as part of employee compensation packages in most technology startups.

If you are a founder, you are most likely going to use stock options to attract and retain your employees. If you are joining a startup, you are most likely going to receive stock options as part of your compensation. This post is an attempt to explain how options work and make them a bit easier to understand.

Stock has a value. Last week we talked about how the value is usually zero at the start of a company and how the value appreciates over the life of the company. If your company is giving out stock as part of the compensation plan, you'd be delivering something of value to your employees and they would have to pay taxes on it just like they pay taxes on the cash compensation you pay them. Let's run through an example to make this clear. Let's say that the common stock in your company is worth $1/share. And let's say you give 10,000 shares to every software engineer you hire. Then each software engineer would be getting $10,000 of compensation and they would have to pay taxes on it. But if this is stock in an early stage company, the stock is not liquid, it can't be sold right now. So your employees are getting something they can't turn into cash right away but they have to pay roughly $4,000 in taxes as a result of getting it. That's not good and that's why options are the preferred compensation method.

If your common stock is worth $1/share and you issue someone an option to purchase your common stock with a strike price of $1/share, then at that very moment in time, that option has no exercise value. It is "at the money" as they say on Wall Street. The tax laws are written in the US to provide that if an employee gets an "at the money" option as part of their compensation, they do not have to pay taxes on it. The laws have gotten stricter in recent years and now most companies do something called a 409a valuation of their common stock to insure that the stock options are being struck at fair market value. I will do a separate post on 409a valuations because this is a big and important issue. But for now, I think it is best to simply say that companies issue options "at the money" to avoid generating income to their employees that would require them to pay taxes on the grant.

Those of you who understand option theory and even those of you who understand probabilities surely realize that an "at the money" option actually has real value. There is a very big business on Wall Street valuing these options and trading them. If you go look at the prices of publicly traded options, you will see that "at the money" options have value. And the longer the option term, the more value they have. That is because there is a chance that the stock will appreciate and the option will become "in the money". But if the stock does not appreciate, and most importantly if the stock goes down, the option holder does not lose money. The higher the chance that the option becomes "in the money", the more valuable the option becomes. I am not going to get into the math and science of option theory, but it is important to understand that "at the money" options are actually worth something, and that they can be very valuable if the holding period is long.

Most stock options in startups have a long holding period. It can be five years and it often can be ten years. So if you join a startup and get a five year option to purchase 10,000 shares of common stock at $1/share, you are getting something of value. But you do not have to pay taxes on it as long as the strike price of $1/share is "fair market value" at the time you get the option grant. That explains why options are a great way to compensate employees. You issue them something of value and they don't have to pay taxes on it at the time of issuance.

I'm going to talk about two more things and then end this post. Those two things are vesting and exercise. I will address more issues that impact options in future posts in this series.

Stock options are both an attraction and a retention tool. The retention happens via a technique called "vesting". Vesting usually happens over a four year term, but some companies do use three year vesting. The way vesting works is your options don't belong to you in their entirety until you have vested into them. Let's look at that 10,000 share grant. If it were to vest over four years, you would take ownership of the option at the rate of 2,500 shares per year. Many companies "cliff vest" the first year meaning you don't vest into any shares until your first anniversary. After that most companies vest monthly. The nice thing about vesting is that you get the full grant struck at the fair market value when you join and even if that value goes up a lot during your vesting period, you still get that initial strike price. Vesting is much better than doing an annual grant every year which would have to be struck at the fair market value at the time of grant.

Exercising an option is when you actually pay the strike price and acquire the underlying common stock. In our example, you would pay $10,000 and acquire 10,000 shares of common stock. Obviously this is a big step and you don't want to do it lightly. There are two common times when you would likely exercise. The first is when you are preparing to sell the underlying common stock, mostly likely in connection with a sale of the company or some sort of liquidity event like a secondary sale opportunity or a public offering. You might also exercise to start the clock ticking on long term capital gains treatment. The second is when you leave the company. Most companies require their employees to exercise their options within a short period after they leave the company. Exercising options has a number of tax consequences. I will address them in a future blog post. Be careful when you exercise options and get tax advice if the value of your options is significant.

That's it for now. Employee equity is a complicated subject and I am now realizing I may end up doing a couple months worth of MBA Mondays on this topic. And options are just a part of this topic and they are equally complicated. I'll be back next Monday with more on these topics.

# Employee Equity: The Liquidation Overhang

We're five posts into this MBA Mondays series on Employee Equity and now we are going to start getting into details. We've laid out the basics but we are not nearly done. I am just starting to realize how complicated the issues around employee equity are. That's not good. It's like paying taxes. Everybody does it and nobody but the tax accountants understand it. Ugh.

Anyway, enough of that. Let's get into the issue of liquidation overhang.

When VC investors (and sometimes angels) invest in a startup company, they almost always buy preferred stock. In most startups, there are two classes of stock, common and preferred. The founders, employees, advisors, and sometimes the angels will typically own common stock. The investors will typically own preferred stock. The easiest way to think about this is the "sweat equity" will mostly be common and the "cash equity" will mostly be preferred.

For the sake of this post, I am going to talk about a simple plain vanilla straight preferred stock. There are all kinds of preferred stock and it can get really nasty. I am not a fan of variations on the straight preferred but they exist and they can make the situation I am going to talk about even worse.

First, a quick bit on why preferred stock exists. Lets say you start a company, bootstrap it for a year, and then raise $1mm for 10% of the company from a VC. And let's say a few months later, you are offered $8mm for the company. You decide to take the offer. If the VC bought common, he or she gets $800k back on an investment of $1mm. They lose $200k while you make $7.2mm. But if the VC buys preferred, he or she gets the option of taking their money back or the 10%. In that instance, they will take their money back and get $1mm and you will get $7mm.

In its simplest (and best) form, preferred stock is simply the option to get your negotiated ownership or your investment back, whichever is more. It is designed to protect minority investors who put up significant amounts of cash from being at the whim of the owner who controls the company and cap table.

Now that we have that out of the way, let's talk about how this can impact employee equity. Anytime the value of the company is less than the cash that has been invested, you are in a "liquidation overhang" situation. If a small amount of venture capital, let's say $5mm, has been invested in your company, it is unlikely that you will find yourself in a liquidation overhang situation. But if a ton of venture capital, say $50mm, has been invested in your company, it is a risk.

Let's keep going on the $50mm example. It comes time to sell the company. The VCs own 75% of the Company for their $50mm. The founders own 10%. And the employees own 15%. A sale offer comes and it is for $55mm. The employees do the math and multiply 15% times $55mm and figure they are in for a $8mm payday. They start planning a party.

But that's not how the math works. The VCs are going to choose to take their money back in this situation because 75% of $55mm is roughly $41mm, less than their cash invested of $50mm. So the remaining $5mm is going to get split between the founders and employees. The investors are now "out of the cap table" so the final $5mm gets split between the founders and the employees in proportion to their ownership. The employees get 60% of the remaining $5mm, or $3mm. The party is cancelled.

This story is even worse if the company that has $50mm of investment is sold for $30mm, or $40mm, or even $50mm. In those scenarios, the employee's equity is worthless.

I know this is complicated. So let's go back to the basics. If your company has a lot of "liquidation preference" built up over the years, and if you think it is not worth that amount in a sale situation, your company is in a liquidation overhang situation and your employee equity is not worth anything at this very moment.

You can grow out of a liqudation overhang situation. If this hypothetical company we are talking about decided not to sell for $55mm and instead grew for a few more years and ends up getting sold for $100mm, then the liquidation overhang will clear (at at sale price of $65mm) and the employees will get $15mm in the sale for $100mm.

So being in a liquidation overhang situation doesn't mean you are screwed. It just means your equity isn't worth anything right now and the value of the company has to grow in order for your equity to be worthwhile. But it also means that a sale of the company during the liquidation overhang period will not be good for the employees. As JLM would say "you won't be going to the pay window."

This issue is front and center in the minds of many employees who worked in tech companies in the late 90s and early part of the 2000s. The vast majority of companies built during that period raised too much money too early and built up large liquidation preferences. Many of them were sold for less than the liquidation preference and the investors lost money on their investments and the employees got nothing. That has hurt the value of employee equity in the minds of many.

We are in a different place in the tech startup world these days. Many of our companies have raised less than $10mm in total investment capital. And the ones that have raised a lot more, like Zynga, Twitter, and Etsy, have enterprise values that are 10x the lquidation preferences (or more). This is the gift of web economics. It doesn't take as much investment capital to build a web company anymore. That has made investing in web companies better. And it has made being an employee equity holder in web companies better.

But liquidation overhangs still do exist and when you are offered a job in a startup where equity is being offered, it is worth asking a few simple questions. You need to know how many options you are being offered. You need to know where the company thinks the strike price will come in at (they can't promise you an exact price). You need to know how many shares are outstanding in total so you can determine the percentage ownership you are being offered and the implied valuation of the strike price. And finally, you need to know how much total capital has been invested in the company to date so you can decide if there is a liquidation overhang situation.

Just because there is a liquidation overhang doesn't mean you shouldn't take the job. But it's a data point and an important one in valuing the equity you are being offfered. Figure this stuff out going into the job. Because standing at the pay window and finding out there's no check for you is painful. Don't let that happen to you if you can help it.

Employee Equity: The Option Strike Price

A few weeks back we talked about stock options in some detail. I explained that the strike price of an option is the price per share you will pay when you exercise the option and buy the underlying common stock. And I explained that the company is required to strike employee options at the fair market value of the company at the time the option is granted.

The Board has the obligation to determine fair market value for the purposes of issuing options. For many years, Boards would do this without any third party input. They would just discuss it on a regular basis and set a new price from time to time. This led to some cases of abuse where Boards set the strike price artificially low in order to make their company's options more attractive to potential employees. I sat on many Boards during this time and I can tell you that there was always a tension between keeping the strike price low and living up to our obligation to reflect the fair market value of the company. It was not a perfect system but it was a decent system.

About five years ago, the IRS got involved and issued a rule called 409a. The IRS looks at options as deferred compensation and will deem options as taxable compensation if they don't follow very specific rules. Due to rampant abuse of the deferred compensation practices in the late 90s and early part of the last decade, the IRS decided to change some rules and and thus we got 409a. The 409a ruling is very broad and deals with many forms of deferred compensation. And it directly addresses the setting of strike prices.

409a puts some real teeth into the Board's obligations to strike options at fair market value. If the strike prices are too low, the IRS will deem the options to be current income and will seek to collect income taxes upon issuance. Not only will the employee have tax obligations at the time of grant, but the company will have withholding obligations. In order to avoid all of this, the Board must document and prove that the strike price is fair market value. Most importantly, 409a allows the Board to use a third party valuation firm to advise and recommend a fair market value.

As you might expect, 409a has given rise to a new industry. There are now many valuation firms that derive all or most of their income doing valuations on private companies so that Boards can feel comfortable granting options without tax risk to the employees and the company. This valuation report from a third party firm is called a 409a valuation.

The vast majority of privately held companies now do 409a valuations at least once a year. And many do them on a more frequent basis. When your company grants options, or if you are an employee and are getting an option grant, the strike price will most likely be set by a third party valuation firm.

You'd think this system would be better. Certainly the IRS thinks it is better. But in my experience, nothing has really changed except that companies are paying $5000 to $25,000 per year to consultants to value their companies. There is still pressure on the companies to keep the prices low so that their options are attractive to new employees. And that pressure gets transferred to the 409a valuation firms. And any time someone is being paid to do something, you have to question how objective the result is. I look at the fees our companies pay to 409a valuation firms as the cost of continuing to issue options at attractive prices. It is the law and we comply. Not much has really changed.

There is one thing that has changed and it relates to timing of grants. It used to be that the Board could exercise a fair bit of "judgement" around the timing of grants and financing events. If you had a big hire and a financing planned, the Board could set fair market value, get the hire made, and then do the financing. Now that is so much harder to do. It takes time and money to get a 409a valuation done. Most companies will do a new one after they conclude a financing. And most lawyers will advise a company to put a moratorium on option grants for some time leading up and through a financing and do all the grants post financing and post the new 409a. This has led to a bunch of situations in my personal portfolio when a new employee got "screwed" by a big up round. It behooves the Board and management to be really strategic around big hires and financing events to avoid these situations. And even with the best planning, you will run into problems with this.

If the company you are joining is early in its development, the strike price will likely be low and you don't have to pay too much attention to it. But as the company develops, the strike price will rise and it willl become more important. If the Company is a "high flyer" and is headed to a big exit or IPO, pay a lot of attention to the strike price. A low strike price can be worth a lot of money in a company where the value is rising quickly. In such a situation, if there has been a recent 409a valuation, you are likely in a good situation. If the company is a high flyer and is overdue for a 409a valuation, you need to be particularly careful.

This whole area of option strike prices is complicated and full of problems for boards and employees. It has led to a growing trend away from options and toward restriced stock units (RSUs). We'll talk about them next week.

# Employee Equity: Restricted Stock and RSUs

For the past six weeks, we've been talking about employee equity on MBA Mondays. We've covered the basics, some specifics, and we've discussed the main form of employee equity which are stock options. Today we are going to talk about two other ways companies grant stock to employees, restricted stock and restricted stock units (RSUs).

Restricted stock is fairly straight forward. The company issues common stock to the employee and puts some restrictions on the stock. The restrictions typically include a vesting schedule and some limits on how the stock can be sold once it is vested.

The vesting schedule for restricted stock is typically the same vesting schedule as the company would use for stock options. I am a fan of a four year vest with a first year cliff. The sale restrictions usually include a right of first refusal on sale for the company. That means if you get an offer to buy your vested restricted stock, you need to offer it to the company at that price before you can sell it. There are often other terms associated with restricted stock but these are the two big ones.

A big advantage of restricted stock is you own your stock outright and do not have to buy it with a cash outlay. It is also true that you will be eligible for long term capital gains if you hold your restricted stock for at least one year past the vesting period. There currently is a significant tax differential between long term capital gains and ordinary income so this is a big deal.

The one downside to restricted stock is you have to pay income taxes on the stock grant. The stock grant will be valued at fair market value (which is likely to be the 409a valuation we discussed last week) and you will be taxed on it. Most commonly you will be taxed _upon vesting_ at the fair market value of the stock at that time. You can make an 83b election which will accelerate the tax to the time of grant and thus lock in a possibly lower valuation and lower taxes. But you take significant forfeiture risk if you make an 83b election and then don't vest in all of the stock.

If you are a founder and are receiving restricted stock with nominal value (penny a share or something like that), you should do an 83b election because the total tax bill will be nominal and you do not want to take a tax hit upon vesting later on as the company becomes more valuable.

This taxation issue is the reason most companies issue options instead of restricted stock. It is not attractive to most employees to get a big tax bill along with some illiquid stock they cannot sell. The two times restricted stock make sense are at formation (or shortly thereafter) when the value of the granted stock is nominal and when the recipient has sufficient means to pay the taxes and is willing to accept the tradeoff of paying taxes right up front in return for capital gains treatment upon sale.

Recently, some venture backed companies have begun to issue restricted stock units (RSUs) in an attempt to get the best of stock options and restricted stock in a single security. This is a relatively new trend and the jury is still out on RSUs. Currently I am not aware of a single company in our portfolio that issues RSUs but I do know of several that may start issuing them shortly.

A RSU is a promise to issue restricted stock upon the acheivement of a certain vesting schedule. It is a lot like a stock option but you do not have to exercise it. You simply get the stock like a restricted stock grant. And there is an added twist in some RSU plans that allow the recipient of an RSU to delay the receipt of the stock until the stock is liquid. Combined, these two features may remove all of the tax disadvantages of restricted stock because the employee would not have a taxable event until the vesting schedule is over and possibly until the stock becomes liquid. I say "may remove all of the tax disadvantages" because I believe that the IRS has never tested the tax treatment of RSUs. Therefore RSUs are an "adventure in tax land" as one general counsel in our portfolio would say.

I do not believe there is an optimal way to issue employee equity at this time. Each of the three choices; options, restricted stock, and RSUs, has benefits and detriments. I believe that options are the best understood, most tested, and most benign of the choices and thus are the most popular in our portfolio and in startupland right now. But restricted stock and RSUs are gaining ground and we are seeing more of each. I cannot predict how this will all change in the coming years. It is largely up to the IRS and so the best we can hope for is that they don't mess up what is largely a good thing right now.

Employee equity is a critical factor in the success of the venture backed technology startup world. It has created significant wealth for some and has created meaningful additional compensation for many others. It aligns interests between the investors, founders, management, and employee base and it a very positive influence on this part of the economy. We strongly encourage all of our portfolio companies to be generous in their use of employee equity in their compensation plans and I believe that all of them are doing that.

# Employee Equity: Vesting

We had a bunch of questions about vesting in the comments to last week's MBA Mondays post. So this post is going to be about vesting.

Vesting is the technique used to allow employees to earn their equity over time. You could grant stock or options on a regular basis and accomplish something similar, but that has all sorts of complications and is not ideal. So instead companies grant stock or options upfront when the employee is hired and vest the stock over a set period of time. Companies also grant stock and options to employees after they have been employed for a number of years. These are called retention grants and they also use vesting.

Vesting works a little differently for stock and options. In the case of options, you are granted a fixed number of options but they only become yours as you vest. In the case of stock, you are issued the entire amount of stock and you technically own all of it but you are subject to a repurchase right on the unvested amount. While these are slightly different techniques, the effect is the same. You earn your stock or options over a fixed period of time.

Vesting periods are not standard but I prefer a four year vest with a retention grant after two years of service. That way no employee is more than half vested on their entire equity position. Another approach is to go with a shorter vesting period, like three years, and do the retention grants as the employee becomes fully vested on the original grant. I like that approach less because there is a period of time when the employee is close to fully vested on their entire equity position. It is also true that four year vesting grants tend to be slightly larger than three year vesting grants and I like the idea of a larger grant size.

If you are an employee, the thing to focus on is how many stock or options you vest into every year. The size of the grant is important but the annual vesting amount is really your equity based compensation amount.

Most vesting schedules come with a one year cliff vest. That means you have to be employed for one full year before you vest into any of your stock or options. When the first year anniversary happens, you will vest a lump sum equal to one year's worth of equity and normally the vesting schedule will be monthly or quarterly after that. Cliff vesting is not well understood but it is very common. The reason for the one year cliff is to protect the company and its shareholders (including the employees) from a bad hire which gets a huge grant of stock or options but proves to be a mistake right away. A cliff vest allows the company to move the bad hire out of the company without any dilution.

There are a couple things about cliff vesting worth discussing. First, if you are close to an employee's anniversary and decide to move them out of the company, you should vest some of their equity even though you are not required to do so. If it took you a year to figure out it was a bad hire then there is some blame on everyone and it is just bad faith to fire someone on the cusp of a cliff vesting event and not vest some stock. It may have been a bad hire but a year is a meaningful amount of employment and should be recognized.

The second thing about cliff vesting that is problematic is if a sale happens during the first year of employment. I believe that the cliff should not apply if the sale happens in the first year of employment. When you sell a company, you want everyone to get to go to the "pay window" as JLM calls it. And so the cliff should not apply in a sale event.

And now that we are talking about a sale event, there are some important things to know about vesting upon change of control. When a sale event happens, your vested stock or options will become liquid (or at least will be "sold" for cash or exchanged for acquirer's securities). Your unvested stock and options will not. Many times the acquirer assumes the stock or option plan and your unvested equity will become unvested equity in the acquirer and will continue to vest on your established schedule.

So sometimes a company will offer accelerated vesting upon a change of control to certain employees. This is not generally done for the everyday hire. But it is commonly done for employees that are likely going to be extraneous in a sale transaction. CFOs and General Counsels are good examples of such employees. It is also true that many founders and early key hires negotiate for acceleration upon change of control. I advise our companies to be very careful about agreeing to acceleration upon change of control. I've seen these provisions become very painful and difficult to deal with in sale transactions in the past.

And I also advise our companies to avoid full acceleration upon change of control and to use a "double trigger." I will explain both. Full acceleration upon change of control means all of your unvested stock becomes vested. That's generally a bad idea. But an acceleration of one year of unvested stock upon change of control is not a bad idea for certain key employees, particularly if they are likely to be without a good role in the acquirer's organization. The double trigger means two things have to happen in order to get the acceleration. The first is the change of control. The second is a termination or a proposed role that is a demotion (which would likely lead to the employee leaving).

I know that all of this, particularly the change of control stuff, is complicated. If there is anything I've come to realize from writing these employee equity posts, it is that employee equity is a complex topic with a lot of pitfalls for everyone. I hope this post has made the topic of vesting at least a little bit easier to understand. The comment threads to these MBA Mondays posts have been terrific and I am sure there is even more to be learned about vesting in the comments to this post.

# Employee Equity: How Much?

The most common comment in this long and complicated MBA Mondays series on Employee Equity is the question of how much equity should you grant when you make a hire. I am going to try to address that question in this post.

First, a caveat. For your first key hires, three, five, maybe as much as ten, you will probably not be able to use any kind of formula. Getting someone to join your dream before it is much of anything is an art not a science. And the amount of equity you need to grant to accomplish these hires is also an art and most certainly not a science. However, a rule of thumb for those first few hires is that you will be granting them in terms of points of equity (ie 1%, 2%, 5%, 10%). To be clear, these are hires we are talking about, not co-founders. Co-founders are an entirely different discussion and I am not talking about them in this post.

Once you have assembled a core team that is operating the business, you need to move from art to science in terms of granting employee equity. And most importantly you need to move away from points of equity to the dollar value of equity. Giving out equity in terms of points is very expensive and you need to move away from it as soon as it is reasonable to do so.

We have developed a formula that we like to use for this purpose. I got this formula from a big compensation consulting firm. We hired them to advise a company I was on the board of that was going public a long time ago. I've modified it in a few places to simplify it. But it is based on a common practive in compensation consulting. And it is based on the dollar value of equity.

The first thing you do is you figure out how valuable your company is (we call this "best value"). This is NOT your 409a valuation (we call that "fair value"). This "best value" can be the valuation on the last round of financing. Or it can be a recent offer to buy your company that you turned down. Or it can be the discounted value of future cash flows. Or it can be a public market comp analysis. Whatever approach you use, it should be the value of your company that you would sell or finance your business at right now. Let's say the number is $25mm. This is an important data point for this effort. The other important data point is the number of fully diluted shares. Let's say that is 10mm shares outstanding.

The second thing you do is break up your org chart into brackets. There is no bracket for the CEO and COO. Grants for CEOs and COOs should and will be made by the Board. The first bracket is the senior management team; the CFO, Chief Revenue Officer/VP Sales, Chief Marketing Officer/VP Marketing, Chief Product Officer/VP Product, CTO, VP Eng, Chief People Officer/VP HR, General Counsel, and anyone else on the senior team. The second bracket is Director level managers and key people (engineering and design superstars for sure). The third bracket are employees who are in the key functions like engineering, product, marketing, etc. And the fourth bracket are employees who are not in key functions. This could include reception, clerical employees, etc.

When you have the brackets set up, you put a multiplier next to them. There are no hard and fast rules on multipliers. You can also have many more brackets than four. I am sticking with four brackets to make this post simple. Here are our default brackets:

Senior Team: 0.5x

Director Level: 0.25x

Key Functions: 0.1x

All Others: 0.05x

Then you multiply the employee's base salary by the multiplier to get to a dollar value of equity. Let's say your VP Product is making $175k per year. Then the dollar value of equity you offer them is 0.5 x $175k, which is equal to $87.5k. Let's say a director level product person is making $125k. Then the dollar value of equity you offer them is 0.25 x $125k which is equal to $31.25k.

Then you divide the dollar value of equity by the "best value" of your business and multiply the result by the number of fully diluted shares outstanding to get the grant amount. We said that the business was worth $25mm and there are 10mm shares outstanding. So the VP Product gets an equity grant of ((87.5k/25mm) * 10mm) which is 35k shares. And the the director level product person gets an equity grant of ((31.25k/25mm) *10mm) which is 12.5k shares.

Another, possibly simpler, way to do this is to use the current share price. You get that by dividing the best value of your company ($25mm) by the fully diluted shares outstanding (10mm). In this case, it would be $2.50 per share. Then you simply divide the dollar value of equity by the current share price. You'll get the same numbers and it is easier to explain and understand.

The key thing is to communicate the equity grant in dollar values, not in percentage of the company. Startups should be able to dramatically increase the value of their equity over the four years a stock grant vests. We expect our companies to be able to increase in value three to five times over a four year period. So a grant with a value of $125k could be worth $400k to $600k over the time period it vests. And of course, there is always the possiblilty of a breakout that increases 10x over that time. Talking about grants in dollar values emphasizes that equity aligns interests around increasing the value of the company and makes it tangible to the employees.

When you are doing retention grants, I like to use the same formula but divide the dollar value of the retention grant by two to reflect that they are being made every two years. That means the the unvested equity at the time of the retention grant should be roughly equal to the dollar value of unvested equity at the time of the initial grant.

We have a very sophisticated spreadsheet that Andrew Parker built that lays all of this out for current employees and future hires. We share it with our portfolio companies but I do not want to post it here because it is very complicated and requires someone to hand hold the users. And this blog doesn't come with end user support.

I hope this methodology makes sense to all of you and helps answer the question of "how much?". Issuing equity to employees does not have to be an art form, particularly once the company has grown into a real business and is scaling up. Using a methodology, whether it is this one or some other one, is a good practice to promote fairness and rigor in a very important part of the compensation scheme.

# Acquisition Finance

It's monday and it's time to move on from the MBA Mondays series on Employee Equity. We did nine posts on employee equity and hopefully we moved the needle a bit on understanding that complicated topic.

I'd like to switch topics now and talk about acquisition finance. The other day Chris Dixon said this in a comment here at AVC:

_the two biggest tech companies alone (apple and google) are approaching $100B in cash that they will likely use for acquisition to support their incredibly profitable businesses_

The point Chris was making with that comment is there is a lot of buying power out there in the big tech companies that can be spent to buy tech startups. And he is right about that. Google has $34bn in cash. Apple has $50bn in cash and short term investments. Microsoft has $44bn in cash and short term investments. eBay and Amazon each have more than $5bn. The numbers add up to a lot of buying power out there.

But just because they have the cash doesn't mean they will use it. There are a number of factors that acquirers consider before pulling the trigger on an acquisition. They look at whether the acquisition will improve or hurt earnings going forward. They look at how they will have to book the acquisition on their balance sheet. They look at how dilutive the acquisition will be to shareholders (even if it is a cash acquisition, they may need to issue employee equity for retention). And most of all, they attempt to determine how the acquisition will be recieved by their shareholders and what impact it will have on their stock price.

I am calling this entire topic acquisition finance. I am not an expert on this topic but I've got a working knowledge of it and I am going to share that working knowledge with all of you over the coming weeks.

# M&A Fundamentals

This is the first post on the "acquisition finance" series we started last week in MBA Mondays. I am going to try to lay out the basics of mergers and acquisitions in this post. Then we can move on to some details.

As the term M&A suggests, there are two types of deals, mergers and acquisitions. Acquisitions are way more common. It is when one company is taking control of the other. A merger is when two like sized businesses combine. An example of a merger is the AOL/Time Warner business combination ten years ago. I am not a fan of mergers. I believe it is way better when one company is taking control of the other. At least then you know who is in charge. Mergers are very complicated to pull off organizationally.

I have done a few mergers in the startup world. The best example is Return Path and Veripost which merged in 2002. The two companies started at about the same time, both got venture funding, and built almost identical businesses. They were beating each other up in the market and getting nowhere quickly. The management teams knew each other and the VCs (Brad Feld and yours truly) knew each other. We finally decided to put the two companies together in a merger. It worked because we decided that Matt Blumberg, Return Path's CEO, would run the combined companies and because Eric Kirby, Veripost's CEO, was fully supportive of that decision. Even so, it was not easy to execute.

Acquisitions are way more common and I believe way better. Most of the deals you can think of in startupland are acquisitions. A larger company is acquiring a smaller company and taking control of it.

The next distinction that matters a lot is how the consideration is paid. The most common forms of payment are cash and stock. In fact, you'll often hear corporate development people say "it's a stock deal" or "it's a cash deal." Companies can pay with other consideration as well. Debt is sometimes used as consideration, for example. But in startupland, you'll mostly see stock and cash.

Most people think cash is preferable. If you are selling your company, you want to know how much you are getting for it. And with cash, that is clear as crystal. With stock you are simply trading stock in your own company, which you control, for stock in someone else's company, which you don't control.

However, over the years in maybe a hundred deals now I have made more money in stock based deals with the acquirer's stock than I have lost in acquirer's stock. I don't know if that is just my good fortune or not. But I certainly have had the experience of taking stock in an acquisition and having that stock crumble and lose it all. So if you are doing a stock based deal, make sure you do your homework on the company and its stock.

The third and final distinction we will cover in this post is what the acquirer is purchasing. Typically the purchaser can either buy assets or buy the company (via its stock). If you are selling your company, you'll generally want to sell the entire company and thus all of its stock to the buyer. The buyer may not want to entire company and may suggest that it wants to do an "asset deal" which means it cherry picks what it wants and leaves you holding the bag on the unwanted assets and some or all of the liabilities.

For obvious reasons, fire sales are often done as asset deals. Healthy companies with bright futures are not often purchased in asset deals. They almost always sell the entire company in a stock deal. If you are selling your company you should try very hard to do a stock deal for the entire company.

That's it for this post. We've covered the three most important distinctions; merger or acquisition, paying with stock or cash, and buying assets or the entire business. We'll get into more detail on each of these issues and more in the coming weeks.

# Buying and Selling Assets

MBA Mondays are back after a week hiatus. We are several posts into a series on Merger and Acquisitions. In our last post, we talked about the key characteristics of mergers and acquisitions. And we touched on the two kinds of purchases, the asset purchase and the company purchase. Today I'd like to talk about the asset purchase.

As I said in the prior post, a buyer can either purchase the entire company or the buyer can purchase select assets and assume select liabilities. This kind of transaction is known as an asset sale.

Asset sales can happen as a partial exit or a complete exit. In the partial exit, a company transfers certain assets and certain liabilities to another company in exchange for some consideration, and then continues operating as a going concern. In the complete exit, the company transfers all of the assets and liabilities that the acquirer is interested in and then winds down the company and settles all remaining liabilities and then liquidates.

In the partial exit, the asset sale is a desirable transaction. It is the way that many spinoffs are done. Many companies will build or buy themselves into a diverse set of operating businesses and they ultimately realize that the business has gotten too complex to operate or too complicated to explain to investors. They can simplify their business by spinning off, selling, and otherwise exiting some, but not all, of their businesses.

In the complete exit, the asset sale is often an undesirable transaction. If there is not going to be an ongoing business left after the sale transaction, it is most often best to get the purchaser to take all the assets and all the liabilities via a company purchase.

The asset sale allows the purchaser to "cherry pick" the desirable assets and take on the liabilities they are comfortable with and leave the seller with undesirable assets and remaining liabilities. The seller then has to unwind what is left and liquidate the company. The seller may have to use some or all of the consideration that was given (cash or stock) for the desirable assets to settle the remaining liabilities. The seller cannot liquidate the business and take out the consideration before settling with the creditors. If the liabilities are larger than the consideration obtained, a bankruptcy or some other settlement procedure with creditors may be necessary.

The asset sale may also be undesirable for tax reasons. In a company purchase, the acquirer purchases the stock from each of the stockholders and takes control of the entire business. The stockholders get a capital gain, either short term or long term depending on the length of time they held the stock. In an asset sale, the consideration goes into the seller's company and is used to settle liabilities and wind down and liquidate. Any remaining cash after all that will be distributed out in a liquidating distribution. There may be taxes to be paid at the company level on the sale transaction which will further eat into the proceeds which can be paid out. And there is the possibility of taxation of the liquidating distribution depending on what kind of business entity the seller was operating. That is called "double taxation" and you want to avoid that in an acquisition transaction.

There may be times when an exit is best done via an asset sale. I can imagine a set of circumstances where it might actually be desirable for a seller to do that. But those circumstances are not very common and it is generally true that if you are looking to exit a business, you want to do it via a company purchase transaction, not an asset sale transaction.

If you are the acquirer however, asset purchases can be very desirable. They allow you to avoid liabilities you don't want to take on and cherry pick the assets you want.

In my experience, asset sale transactions are generally done in "fire sale" situations and company sale transactions are generally done in all other M&A transactions. At least that is how I've seen it done in venture backed technology companies.

Next week we will talk more about the company sale transaction.

# The MBA Mondays Curriculum

I've gotten a number of suggestions about turning MBA Mondays (including the amazing comments from all of you) into a textbook. That's not going to happen. I don't want to publish these MBA posts in yesterday's technology. I want to publish them in tomorrow's technology. And I want them to be free and available forever to anyone with an internet connection.

So I am thinking outloud about how best to do that. I am thinking of publishing them in mediawiki or maybe something like Moodle. I want to use open source software that is hosted in the cloud. I am happy to pay for the hosting and probably will do that to insure the content stays online. I want a content/learning management system that can handle the comments which are supplemental to the original posts and that recognizes the supplemental material. I want the comments to include attribution as they do now.

I want the content to be easily, quickly, and tightly searchable. I want it available on any device that contains a web browser. I'd like the content to be optimized for browser based reading devices like android tablets and iPads. And I want the content to be discoverable by any search engine that crawls the web.

I may want to make the content available as an app in the major mobile and web app stores so it can be discovered via those search and discovery mechanisms too.

I think those are my basic requirements. I'd love to get everyone's suggestions and opinions on how I should do this. Please leave them in the comments so I have a single place to browse all of your suggestions.

# Selling Your Company

It is Monday so it is time for another MBA Mondays post. We are a few weeks into a series on mergers and acquisitions. The first week we covered the basics of mergers and acquisitions. Last week we talked about asset sales.

This week we are going to start a conversation about selling your company. I will kick off the conversation by laying out the key issues in a company sale. Then we are going to do something new on MBA Mondays; case studies. I will invite a few guest posts from entrepreneurs who have sold their companies. That will hopefully start next week.

I think the key issues for you, your investors, and your Board to consider when you are selling your company are:

Price  
Consideration  
Reps, Warranties, and Escrow  
Integration plan  
Stay packages  
Governmental approvals  
Breakup fees  
Timing

Price is the amount the buyer will pay for the business. It is the most important issue and also the simplest.

Consideration is the mechanism the buyer will use to deliver the purchase price. The simplest form of consideration is cash in your local currency. That is also the most common form of consideration. Another common form of consideration is the acquirer's stock. That could be publicly traded liquid stock or it could be illiquid private company stock. Buyers can also pay with debt obligations, earn out plans, and a host of other esoteric and less common forms of consideration.

Reps and Warranties are the legal promises and obligations you will take on as a seller. A portion of the purchase price is usually held back and escrowed for some period of time to backstop the reps and warranties. The escrow is usually a percentage of the purchase price. Ten percent is common but I've seen as little as 5% and as high as 25%.

The integration plan is the way the buyer plans to operate your business post acquisition. Many sellers don't think this matters too much but I think it is critical. If you think about the interests of all the stakeholders in the business, not just the shareholders, then the integration plan becomes a very important part of the overall deal.

Stay packages are compensation plans put together by the buyer for your team. There may even be a stay package for you if the buyer wants you to stick around and most of the time they should. These packages are a combination of cash and stock that vests over a stay period. It is common that some of the consideration may be applied to stay packages, particularly unvested employee stock in your company.

The government, and not just your country's government, may be required to approve the sale. This is not common for small deals. Anything sub $100mm would be very unlikely to require governmental approvals. Really big deals, like billion dollar plus transactions, often run into these issues. Big powerful companies that the government worries may have monopolistic properties will usually face governmental approvals for their acquisitions.

If your business will face negative consequences if the sale is announced and then does not close, you will want to ask the buyer to pay a breakup fee if the transaction does not close. Most buyers will resist agreeing to breakup fees but they do exist in many deals, particularly very large deals.

Timing is another important issue that many sellers don't focus on. Sale transactions are very distracting for the senior team and often for the entire team. A long protracted sale transaction can be very harmful to the business and its stakeholders. You can put time commitments into the letter of intent to sell the company and you can expect the buyer to live up to them.

These are the most important issues in my experience when selling a business. For the next few Mondays we will focus on some real world case studies that will highlight many of these issues.

M&A Case Studies: ChiliSoft

The AVC community's very own Charlie Crystle has a great story about the sale of ChiliSoft at the height of the late 90s bubble. I've asked him to tell it as case study number one in the M&A Case Studies on MBA Mondays.

We will be discussing this case in the comments. There's a bit of shorthand in Charlie's story and not everyone will understand it. Please join the discussion, ask any questions you have, and the community and I will answer them. Do not be shy. I have a busy day today, first day back after two weeks away, so I may not be active in the comments until this evening.

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When Fred asked me to post about the ChiliSoft acquisition for MBA Mondays, I immediately thought "I don't have an MBA", and "it was such a weird set of experiences". I hope it's useful to someone. Here's part of the story, skipping lots of details. (For an invite to my latest startup, see the end of the post).

ChiliSoft sold for $100 million in 2000. Or $70 million. Or $28 million. It depends on the date you choose, the built-in triggers, and ego. Notably, from December 1999 to May 2000, my stake dropped from 40% to 15% when the deal closed. Most employee stakes dropped as well–but not all employees.

My point at the end of this post will be something like this: sweat the details.

Some context.

I started ChiliSoft in 1996 out of my software services company in Lancaster, PA. I had no money, and Dad had just passed away days before. It was a tough time, but I saw this huge opportunity for adding functionality to web servers so I took the deep plunge.

I tried raising money nearby, but in those days there wasn't a firm like First Round in PA that really got the space, so I headed to the West Coast with a credit card, deeply believing in our mission to take over the world. Tip: try to take over the world.

To save money, I slept on Ben's (my attorney) floor as I bounced around the Valley trying to get meetings and raise money. Ben finally got me a meeting with DFJ, and a few months later Warren Packard and Steve Jurvetsen produced a term sheet. Tip: floors are cheaper than hotel rooms.

Warren and I signed the term sheet for $1.4 million on a Sunday night at 11 pm at a bar in a casino in Las Vegas–completely emblematic, it seemed. But I was out of debt–DFJ saved my life, in a way. Tip: try not to run up debt–it's unlikely you'll be saved by Series A.

That Series B deal was nuts–$3.7 million on $19 million pre-money, with about a million in revenue, perhaps, and a cap on the preference. That meant if we sold for more than $42 million, Series B simply got its pro rata share–and everyone would be thrilled. Tip: don't create the wrong incentives.

Over the next year and a half, we fired the CEO, and I ended up taking the CEO job back. I wasn't a popular guy with investors for that, but my gut (informed intuition) said that we needed to cut the bullshit and sell software. I figured they'll like us when we win. Tip: they'll like you when you win.

The chill set in, so I focused the company on sales, and kept sending reports to the board. We increased revenue in that next quarter by 3 times the prior one, and things thawed. Tip: communication matters with investor relationships.

I started a CEO search; I really didn't want to run the company, but also didn't want to see someone run it into the ground. A few months later, we had our guy. Tip: run the company, get help with ops.

At the same time, we were lower on cash than was comfortable, and I had the choice of cutting from 35 people to 9, or bringing on the CEO and making sure he had cash in the bank. DFJ and the other firm offered an onerous bridge: monthly escalating warrants, and a controlling board seat. I didn't really grok the meaning of the warrants. Tip: sweat the details.

I didn't want to send people home and our pipeline was strong, so I chose to keep the ride rolling and go with it. Everyone was surprised when I wasn't fired right away, but there I was, still employed.

THE PROSPECT  
That Fall a great sales/biz dev guy, Brian Pavicic, asked me to attend a conference with him. He was incredibly excited about a potentially big licensing deal with Cobalt Networks, which made linux servers for ISPs. ChiliSoft had a number of large ISP partners, like PSI and ATT, and that kind of distribution at the time was a big win.

Somewhere in the conversations the talk turned to a merger–Cobalt saw our application server as a strategic edge, and admired our traction with major customers like Excite. And that's where it gets murky for me; I had been focused on launching a suite of small business apps on top of ChiliSoft, and the talks went on without me.

A month later I got the voicemail from Ben. "Just make it easy, accept the severance, you'll make a lot of money in the sale...". I sat down in the CEO's office and acted like I didn't know anything, and talked about how excited I was about the company, and how he was doing so well, and...he could have at least had the balls to tell me himself. Tip: You won't always be indispensable.

I imagine they wanted me out because I was dogmatic about the direction of the company–I wanted to make the engine free and sell apps into it, like the CRM system I was building–and they wanted to get the company sold and get liquid. Besides, CRM wasn't going to be big or anything. But I was difficult, admittedly.

So I left, a bit bitter and burned out, and spent a few weeks more in Seattle to take in the WTO riots and plan my trip home. Tip: stay away from riots after getting fired from your startup.

Fast foward to the deal.

THE DEAL  
The deal was struck at $100 million In January 2000. But the VCs insisted on fixing the number of shares, not the value of the deal. A month later, they looked like geniuses: the deal was worth $135 million. Next month, $70 million. It closed in May at $28 million, 72% down from the deal price. Tip: fix the price, not the stock.

The management team also threatenend to quit if they didn't get an additional 10% of the deal. JLM's rule is "if anyone goes to the pay window, everyone goes to the pay window" and I bet he'd add "and no double-dipping."

The US doesn't allow management to hold a company hostage in a transaction like that without suffering a massive tax consequence, unless they get approval from the majority of shareholders. That would be me and a few others.

From my perspective they already had better than average option allocations, and I didn't believe they would walk. But at that point I basically decided to stop paying attention to the details, and just get it done, after a threatening call from the Cobalt CFO. Fun stuff.

THE DROP

So how did my stock drop by 62% in 6 months? Three things: escalating warrants, management shakedown, and the timing of one of the dips in Cobalt's wild ride in 2000. The deal closed below the $42 million threshold at $28 million, which triggered more magic. The management shakedown took another 10%. Tip, again: sweat the details.

And the escalating warrants? Let's just say it made DFJ very happy. They made ( I think) over 15 times their original investment, with a big boost coming from the bridge deal). Overall I owe a lot to those guys–learned a lot, made a lot, and don't regret much of it. Tip: you don't have to accept a bad deal–at least try to negotiate.

Some final tips: Run your company–you'll figure it out. Get good advisors, but follow your gut. Don't touch anything with escalating warrants. Be generous with employee options and make them meaningful.

And once you close your acquisition and get your stake? Don't let it ride, especially in a bubble. I did. Then Sun bought Cobalt and dropped 97% in value. I sold enough stock to invest in a few startups and support some great nonprofits, but it was a huge, huge hit. Founders love to take risks, but we're notorious for taking stupid risks with our own money.

My Next Big Thing? Something new around search–get an invite here. I'm raising capital and building a team, and would love to hear your thoughts on it.

I hope some of this has been helpful!

# M&A Case Studies: WhatCounts

We continue with our M&A case studies on MBA Mondays. Last week we saw the impact VCs can have on your exit. This week we are going to look at the opposite situation: what happens if you've entirely bootstrapped your company. AVC community member @daryn introduced me to David Geller who, over ten years, bootstrapped, built, and sold an email company called WhatCounts. It's a great story, but a bit long for one blog post. So we've cut it in two. This week, the events leading up to the sale. Next week, the sale itself.

As always, the comments will be the most interesting part of this dicussion. Make a point to stop by, check them out, ask a question, or answer one.

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Daryn Nakhuda, a friend, Fred Wilson groupie, former colleague and my co-founder at Eyejot before he left to become CTO at TeachStreet.com, suggested to Fred that I write about my company WhatCounts. WhatCounts was bootstrapped several years ago and was recently acquired. I agreed to accept the invitation knowing that bootstrapping is a sometimes under-appreciated funding path that startups often dismiss too quickly. Why is that? What's the attraction for new businesses, particularly technology-focused ones, to seek VC funding?

I'm a believer in self-funded companies. When I started WhatCounts it was seeded with $50K of my own money. It grew organically to be successful and was acquired in late 2010. With my co-founder, Brian Ratzliff, we were able to operate the company autonomously. Initially, I did all the product development and Brian orchestrated our sales and marketing programs. We jointly pursued new clients. Brian had more formal business training, including an MBA, but we both shared the same pragmatic approach to operating and growing a business. We liked the independence that came with self-funding and knew that the success, or failure, of our venture would hinge entirely upon our ability to win and keep business. Instead of VC funding we used customer funding. Our exit event was successful and the transaction benefitted the company's original shareholders without any dilutive effect.

Is bootstrapping your business and funding it without outside capital a good idea? It was for us, but I have to admit that we arrived at that position more out of necessity than prescient planning. We actually tried to attract outside funding, without success, when we founded WhatCounts in 2000.

A brief introduction to WhatCounts may be useful.

WhatCounts developed a SaaS platform for creating, managing, deploying and analyzing mass email campaigns for transactional and marketing applications. It grew from the two of us to 50 employees and attracted clients like Costco, Alaska Airlines, Virgin America, MSNBC, FOXNews, Ziff-Davis, Pandora, REI and many other, well-known consumer-facing brands and media organizations. Many of you received emails over the years that were generated by our platform. WhatCounts became known as a technology innovator (later releasing an on-premise appliance solution to compliment the SaaS offering) and a company that did a surprisingly good job (for its size) attracting prestigious clients and providing them with exemplary service.

Thus far, so good.

We decided to do some informal investigating to see if WhatCounts could get VC funding. Using contacts Brian and I had established during our time working at Paul Allen's Starwave (me running an engineering team and Brian a marketing team) and later at other startups, we setup informational interviews with a few Seattle VC firms. Not surprisingly, our few meetings failed to generate a lot of excitement. We're both good communicators and present strong messages, but I suspect the VCs we visited knew that we didn't believe in the hockey stick growth story – for us or anyone else in our space.

As cool as we thought what we were doing was (or was going to be), we also came to realize that the email industry, in the 2000-2001 time-frame, was not an overly attractive investment space for VCs. This was certainly true for pure email service providers, of which we were one. Other businesses involved in email were still garnering excitement from investors. Fred mentioned the 2002 merger between Return Path and Veripost in his Dec 6, 2010 post. He highlighted the fact that both of those firms had received VC funding. When we started we were confident we'd be successful operating a small business but didn't believe we were going to turn the company into a $100 million juggernaut. We became convinced that we would not be able to grow to that level in the time horizon we believed VCs were typically interested. We also looked suspiciously at some of our competitors that were making VC-friendly (and overly optimistic) growth projections.

Now, we could have retreated and tried to retool our business model and presentation materials in preparation for a new round of meetings. We could have created a more exciting story or twisted things to appeal to our potential investors. But we liked our business model. Our customers did too. We were making money! We knew that if we decided to ignore outside funding opportunities we'd potentially be jeopardizing our chances of growing the company at an accelerated pace. But the benefits we saw and were experiencing running things ourselves seemed to out-weigh the potential value and overhead VC funding would deliver.

To recap, the facts I've described, so far, are the following: (1) we started a company; (2) we had some early VC meetings; (3) we didn't gain much traction from those meeting (admittedly we didn't' try very hard); and (4) we settled back onto our original plan of utilizing a customer funded growth strategy.

One of the most obvious benefits to a simplified, self-funded growth strategy is that if you're lucky enough to grow the business and get acquired you're going to gain all the benefit from that transaction without sharing it with outside investors. Calculate your ownership position and compare it with a diluted position after one round of funding. Then identify the intersection where they deliver the same benefit to you. Now consider a second round of funding and further dilution. Or a third. Of course, building simplistic models like this is for illustrative purposes only. Yet, it's important to know that a bigger piece of a smaller pie, at some point, is the same as a smaller piece of a much larger pie. And, don't let anyone tell you that baking a bigger pie isn't a whole lot more difficult.

Self-funded businesses, by their very nature, involve fewer outsiders. So there are control benefits that can be enjoyed in their absence. Fewer outsiders dictating (or strongly suggesting) direction means that you will be able to pursue your goals more closely and with less friction. Back in 2001 Brian and I knew we had a great platform. Our customers told us so. Slowly, but surely, we started gaining traction by winning new customers. We'd hire additional staff whenever we had a large enough financial buffer to keep them employed even if our growth were to slow or even regress a little. It's the model we had been told Microsoft had adopted early on. We both felt personally responsible for every person that trusted us and trusted our vision enough to join the firm. Many of the people that joined WhatCounts had sacrificed potentially higher salaries from larger companies to work in an environment that was smaller, people and pet friendly and somewhat more lifestyle-oriented – with the belief that we would grow. So, we tried to make sure there was always enough in the bank to cover payroll for approximately six months. We also disbursed bonuses to everyone each year.

Despite our early success, we were still aware that we were a relatively small company. When new competitors began appearing we decided to consider additional sources of funding. We had about $1 million in the bank but, with an increasingly growing employee base, considered a large portion of it to be part of our special payroll reserve. That led us to apply for an SBA loan that was quickly approved and provided us with an additional $500K in the form of a line of credit. We never needed to draw on the credit line and turned it off within the first year.

Throughout the years WhatCounts continued to grow. New engineers were hired. Our support and account management teams grew. New leadership for engineering, sales and customer service all helped the company to mature and appeal to larger, more sophisticated clients. The business continued to invest in our technology and the infrastructure required to support ever-increasing client expectations and requirements.

Two events in 2010 proved to be important for the company. First, after operating the business for almost ten years Brian and I decided to see if we could find a buyer. We had started to see consolidation in the space and M&A activity appeared to be increasing after an almost two year lull. Second, a few weeks after inking terms with a banker we were approached, literally out of the blue, by another firm about the same size as WhatCounts asking if we'd consider being acquired. They had the backing of a large PE firm and quickly delivered an LOI. The process that began with their first phone call and ended with their acquiring our company was complex, challenging, long and, at times, nerve racking.

Next week I'll share some of those details with you.

M&A Case Studies: WhatCounts Sale Process

Last week we got a primer on the WhatCounts story and events leading up to the decision to sell the company. This week we are going to hear what a sale process looks like.

There are a bunch of great lessons that come out of this story but my two favorites are doing your diligence on the buyer and only doing a deal with someone you have shared values with and getting the deal worked out in the LOI stage. I see so many people make mistakes in these two areas.

As we did last week David Geller and I will be in the comments responding to questions and comments.

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Last week I shared with you some of the history of WhatCounts, the company I started almost ten years ago that was recently acquired. The focus was that Brian Ratzliff, my cofounder, and I had self-funded the business. We didn't refuse VC funding. We simply didn't pursue it with vigor at any time during our tenure running the company.

Today's post isn't about the merits of self-funding or when it's appropriate or wise to seek VC. Instead, it's to share the experience we went through in selling the company. It's a story I would have enjoyed reading myself had it been written just six months ago.

Just to set expectations properly, I'm not going to share financial details about the transaction. I'm bound by an agreement that prevents me from disclosing specific details. My company was engaged in a very competitive market with strong, well-financed players. It would be foolish for me to give our competitors additional ammunition.

Negotiating our deal started in June and ended in December. It took a month to negotiate the letter of intent (LOI) with the rest of the time devoted to performing due diligence and, eventually, negotiating the stock purchase agreement (SPA). The total cost of carrying out the deal was many hundreds of thousands of dollars. Some of that went to pay legal bills, some of it went to fees associated with our M&A firm, some went to paying bonuses tied to the deal.

Let's roll the clock back to June. That's when we received a call from a company named The Mansell Group asking if we would be interested in selling our business. It turns out that we were actually already considering selling our company. The economy appeared to be recovering and the M&A market was rebounding.

We had developed a relationship with The Corum Group, a Seattle M&A firm, and were planning to pursue all the steps necessary to sell WhatCounts. The process can take anywhere from a few months (rare) to as many as 8-12 months or even longer depending upon the size and complexity of the deal.

We were preparing for a long and complex process of attracting buyers for our company when one of them, The Mansell Group of Atlanta, initiated a call to us. At first our position was one of pragmatism. We would continue working toward finding one or more potential acquirers while, at the same time, continuing to nurture the opportunity that had turned up from Mansell.

After our initial call with The Mansell Group we gave a status report to Corum. This was a little strange because, certainly in the beginning of an acquisition process, the M&A firm generally provides updates to the seller. Here we were, essentially, driving the process with one particular, potential buyer.

The rest of June was spent running the business in a normal manner. It included preparing for an important customer summit planned for August and working with our M&A firm.

FINANCIAL AUDIT  
It is not uncommon for a company being acquired to go through a full financial audit. While these can certainly be conducted by one of the big accounting firms, we thought a regional accounting firm might serve our needs just as well and be less expensive. A full financial audit for a small company might run $35-50K using a mid-size regional firm. Expect to pay more with a big name firm. To a great degree, though, the timing of the audit, whether it is done before or after you begin looking for an acquirer, or even done at all, depends on your circumstances.

As I noted in last week's article, our company was tightly controlled and profitable. The beauty of running a business in this manner is that when it comes time to have discussions with a potential buyer it is very easy to answer their financial questions quickly and precisely. Additionally, when it comes times to consider whether you actually need an audit you can conduct frank conversations with your M&A firm and potential acquirer and seek their opinion. If your business is like ours everyone might agree that the expense and time required for an audit isn't necessary.

In mid-June we received a follow-up to that first phone call. The investment committee from Riverside Capital, the PE firm working closely with The Mansell Group, had approved plans to buy our company. New meetings were arranged and our first in-person event would take place when they agreed to visit our office the beginning of July.

Of course we were still working with our M&A firm to ferret out other, potential acquirers. We had not yet received a letter of intent (LOI) from Mansell. There was interest, but nothing concrete. So, logic dictated that we keep on with our original plan. Run the business but continue seeking other acquirers. The challenge we were facing in reaching out to other potential buyers was that things tend to slow down in the M&A space during the summer. Vacation schedules impeded efficiency of communications.

Conversations with Mansell and Riverside, though, continued. Plans were set so that principals from both firms were to visit Seattle in early July. We met in our main conference room and then again for dinner, inviting some of the executive staff to meet our guests.

SECRECY  
At this point our plans to have the business acquired were known to only five people in the company and our attorneys. It is almost certainly advantageous to maintain the utmost secrecy about acquisition deliberations for as long as possible, no matter the size of your company. Discussions of a merger or acquisition, while exciting, can be disruptive to both employees and customers. That situation benefits only your competitors. So, keep it simple by keeping it completely secret.

We already knew that our potential acquirers had previously reached out to some of our customers, trying to find out as much about our company and our management team as possible. Similarly, a few days before our first in-person meeting, I initiated a small due-diligence exercise myself. It was important for Brian and me to know who might one day be running the company and taking over relationships with our employees and customers. I contacted one of Mansell's largest customers with the cover that we were considering entering into a business relationship with them (which we were). I was able to get what I believed was an honest, candid overview of the company and how they treated their customers. I liked what I had heard.

Had I heard horror stories would I have attempted to shut down discussions with them? Yes, without question. What if a formal offer had been made – one that matched our financial expectations? Same answer. We had invested considerable time and effort in developing our reputation with both employees and customers and were unwilling to risk diminishing that. It was paramount that we find an acquirer that held similar values of professionalism and dedicated service toward our customers.

RECEIVING THE LOI  
The beginning of August brought the official letter of intent (LOI) for our company to be acquired. We had just a few days to respond. At this point we engaged the law firm that would end up representing our interests through the rest of the process.

Of course we already had several corporate attorneys. But, this was something new. Something different. We had been given a recommendation to work with a firm well known for helping technology companies. Besides a sterling reputation, the firm's offices were in our building. We already knew there would be lots of meetings, both telephone and in-person, that would require privacy. Convenience and reputation were only two of the factors that convinced us to use the new firm.

It was also important that we fully understood all the potential costs to be faced in selling the business. Our new attorney understood our expectations and their prior M&A experience (from a cost and time perspective) allowed them to estimate costs for completing the deal. For a relatively small company to be acquired it's safe to estimate something between $50-$100K in legal fees. The buyer will have their own attorneys and, depending upon their size, might end upon spending a great deal more money to complete the deal.

We eventually agreed upon a hybrid, fixed-fee structure with our attorney. We also set up some simple ground rules related to what work would require review and approval by us before being pursued.

Keep in mind that you can ask your attorney almost anything related to the deal. It could be about taxes, deferred revenue, non-compete agreements, the closing process – literally anything. Be aware, though, that he or she will do their very professional best to answer your question. That might require extensive research. It might require consultation with their colleagues or other expert attorneys. Something you may casually ask on a Friday afternoon might deliver a beautiful, succinct answer the following Monday. But it may have required ten or more hours of work over the weekend. If you're not careful and willing to control the process tightly legal expenses can become alarmingly large.

Discussing these things with your attorney at the very beginning of the relationship is critical to determine expectations and understand and agree upon limitations. You don't want to start working only to be surprised by an outrageously large bill the first month.

THE BETTER THE LOI, THE BETTER THE DEAL  
One of benefits of engaging The Corum Group for our M&A work was that they had extensive experience selling high-tech companies and had successfully completed several deals with Seattle firms with which we were familiar. Two of their deals had been done with Google and some of that work had shaped a philosophy to do as much detailed work in the initial LOI as possible. Once we had received the LOI it was up to us to review it and suggest and request changes. Our initial response was due quickly, but the overall process of negotiating and finalizing the LOI took nearly a month. There was lots of back and forth and this is where the Corum's deal prowess proved particularly valuable.

At the very end of August the LOI was signed and delivered back to Mansell/Riverside. From this point forward things would begin to operate in a more structured manner. Deliverables would be assigned. Dates would be set. We suspended all efforts to find other acquirers. Our course was set and our goal of selling our business to Mansell had been cemented.

Another in-person meeting was scheduled for September. This time Mansell would learn even more about the inner workings of our company. Source code would be shared (in a controlled setting); our data center would be toured; and we would begin the formal due diligence process where pretty much everything about our business would be exposed – in detail.

DUE DILIGENCE  
What does due diligence look like? How is it performed? For our transaction it began with a shared data vault that everyone could access electronically. Mansell and Riverside delivered a document detailing requests for information relating to our finances, our agreements and contracts (with employees and customers), leases and examples of marketing materials.

Almost all of our contracts and agreements were not only archived in paper but copied and saved as PDF documents. This proved to be a huge time saver. We literally completed our early document delivery tasks within a couple of days thanks to our having kept electronic versions of our materials.

Everything wasn't perfect, though. One of the things we neglected to do over the years was centrally organize notes about all our electronic documents. While all of them were organized within specific folders, there was no quick and easy way to, for example, determine which customers had which versions of our sales agreement (we had three over the years). Or, in the case of employee documentation, which employees had signed invention assignment documents? Which had executed NDAs? We literally had to go through and read our documentation, whether on paper or electronically, to answer some of the questions we had been asked.

SCHEDULING THE CLOSING EVENT  
As the end of September approached everyone seemed to realize and agree that an October close, even on the very last day, was unlikely. We were concerned because we were trying hard to complete the transaction in 2010 before any changes to the long term capital gains tax could be made. Similar to Summer where M&A activity seems to temporarily slow down while everyone vacations, late Fall events can be hampered by weather and Thanksgiving Holiday plans.

At the end of the first week in October the stock purchase agreement (SPA) was delivered. The first few days of the next week were spent reviewing the document with our attorneys and M&A firm. Early efforts to detail issues in the LOI proved valuable as the SPA contained very few new issues of great concern.

We continued to review and discuss the SPA while documents continued to be prepared and delivered into the data vault. As November approached we were literally weeks away from a closing event. It was both thrilling and exciting.

Once the SPA had been agreed to by both sides the mechanics of the close event started to be discussed in detail. How would the funding take place? What would happen to the cash in the business? How and when would the attorneys and M&A firm be paid?

On December the 2nd previously signed signature pages were released by both sets of attorneys. Stock certificates that had been held in escrow were sent by Fedex to the new owners. All that remained was to complete the funding event by initiating a series of well-orchestrated wire transfers. These would occur the next morning on the third, which was a Friday.

The new buyers had flown out over the weekend and were present when news of the event was revealed for the very first time to our staff Monday morning. Approximately the same time our meeting was concluding a previously scheduled email was instantly delivered to every WhatCounts customer using our own platform. At 10am that same morning a story appeared in TechFlash, a regional Technology Blog run by John Cook and Todd Bishop, describing the event publicly. Congratulatory calls and emails from friends, former colleagues, vendors and competitors started to arrive moments later.

Two exciting additional items were revealed that morning. The first was that instead of WhatCounts operating as a Mansell Group Company, Mansell would be rebranding and adopting the WhatCounts name. Second, Brian Ratzliff was invited to join the new Board of Directors.

#    
M&A Case Studies: Feedburner

This MBA Mondays M&A case study is about the effect that stock option acceleration provisions have on M&A transactions. I am reblogging a blog post that Feedburner founder/CEO Dick Costolo (now Twitter CEO) wrote in the wake of the acquisition of Feedburner by Google. This post is still live on the web at its original location. While the names are fictional, the situations are not. It's a really good read and addresses a whole host of issues that you will face as you think about stock option acceleration for your team.

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Question number 1 comes from an invisible Irish gentleman named Bernie in Wichita. Bernie writes, "Can you explain options acceleration? And when would I want to use it? And when wouldn't I? And what's single trigger vs. double trigger acceleration and how do you feel about those kinds of things?"

Those are great questions Bernie! Hopefully, I can at least get you to realize there's a lot to think about here. Let's dive right in.

Most options plans for your employees have a vesting schedule the defines how the options vest (ie, when the employee can exercise them). Vesting schedules for tech startups all generally look like a four year vesting period, with 25% of the total options grant vesting on a one year cliff (ie, nothing vests for a year and then 25% of the options vest on the 1 year anniversary), and then the rest of the options vest at 1/48th of the total options every month for the next 36 months.

Now let's say you've got this classic vesting schedule and you hire somebody named Bobby Joe after you've been in business for one month, and he gets an options grant equal to 1% of the total outstanding shares. He works hard at your company for 11 months, after which your company is acquired for an ungodly sum of money. The acquirer decides that they were buying your company because of it's cool logo and they don't need any actual employees so they are all terminated effective immediately.

Bobby Joe's options are worth how much? If you answered "Bubkas", "Zero", "nothing" or laughed at the question, you are correct. Although Bobby Joe has worked at the company for almost the entire life of the company, he gets nothing and the person that started 30 days before him gets 25% of their total options value. Doesn't seem fair. Or as Bobby Joe would undoubtedly say "I'm upset, and I will exact my revenge on you at some later date in a compelling and thorough fashion"

Enter acceleration. Acceleration in an options plan can cause vesting to accelerate based on some event, such as an acquisition. For example, you might have a clause in your plan that states that 25% of all unvested options accelerate in the event the company is acquired.

If Bobby Joe had acceleration like this, he's happier. He may still not be as happy as the person hired a month before him who also accelerates and now has 50% vested (the first year cliff and the extra 25% acceleration), but it sure feels a lot better to be Bobby Joe in this scenario.

That brings us to single trigger, double trigger, full acceleration, partial acceleration, etc.

We'll start with full vs. partial acceleration. Full acceleration means that if the accelerating event happens, 100% of unvested options are vested and the employee is fully vested. If you started your job last Wednesday, the board approved your options grant on Thursday with full acceleration, and the company was acquired on Friday, congratulations, you just vested 100% of your options....you are just as vested as Schmucky in Biz Dev who was employee number 2 and started 3 years and 10 months ago (although shmucky may of course have a larger total number of options than you).

Partial acceleration we already referred to; this is how we refer to vesting some remaining portion of unvested options, such as 25% of the remaining unvested options.

Ok so far? Good, we are coming to the fun part. Let's say you bootstrap your startup that's selling bootstraps on bootstrap.com for two years and then let's say you have a 20% options pool that was created as part of an A round financing. Over the next 6 months you hire a whole bunch of people, you allocate 15 percent of the options pool, and an acquirer comes along. Do you think the shareholders (common and preferred) are going to be more excited about full acceleration or partial acceleration? Full acceleration dilutes the shareholders 15%, whereas partial acceleration only dilutes the shareholders...well, partially. As a variation on this example, let's say you hired employee number 1 when you started bootstrapping and you allocate the same number of options to everybody. The guy who started last Tuesday is going to make just as much as employee number 1.

For these kinds of reasons, you will frequently see investors and others argue for partial acceleration. Options holders and those negotiating their employment of course prefer full acceleration. This can be the cause of lots of board arguments in the early going as you and your investors decide how acceleration will work in your company options plan (or with employees who want to negotiate additional acceleration on top of the existing plan). Hold this thought for a moment while we hop across town to learn about single trigger, double trigger, etc.

Single trigger acceleration simply means that there is one kind of event in the options agreement that triggers the acceleration of some or all options. Single trigger usually refers to an acquisition. Double trigger (and I suppose triple and quadruple trigger) acceleration means that there are multiple kinds of events that can trigger the vesting of options. Double trigger acceleration usually refers to a situation in which the options plan grants partial acceleration on an acquisition, and then further acceleration (perhaps full, perhaps additional partial) if the employee is terminated (eg, our first example where they're buying the company for its logo and don't need employees).

Now for the important piece of the conversation: What's the best way to set up an options plan vis-à-vis acceleration? The idea behind double trigger acceleration is that as we saw in our bootstrap example, there are lots of interested parties that don't particularly care for full single trigger acceleration. It is very employee friendly BUT not necessarily equitable and your investors will very likely raise their hands at every board meeting and ask if you've come to your senses yet if you've started your plan with full single trigger acceleration. We'll see another reason to dislike it in a minute. So, along comes double trigger acceleration in which we seem to be creating a more 'fair' plan because partial acceleration makes the shareholders happy and the employees who've worked there for a couple years get a bigger piece than the guy who started Tuesday, while also providing additional consideration to any and all employees who aren't offered jobs after the acquisition.

Here's how I feel about all this, from number of options granted to acceleration: I'm for partial single trigger acceleration on acquisition (with no special exemptions for employees with super powers) AND an options grant program that objectively matches role and title to size of grant consistently across the organization. (eg, all senior engineers get 4 options, all executive team hires get eleventy-eleven options, you get the picture).

Why? Because any other approach misaligns interests and motivations. I know of one company (not one I started or worked for) that had full single trigger acceleration and the people at this company STILL hate the head of sales that got hired one month before an acquisition and made more than the hundreds of people who'd worked there for three years. Double trigger? Now you've got people who might WANT to get terminated if there's an acquisition. Subjectively granting options quantities based on whatever the criteria of the day is? Always a bad idea and bound to end in tragedy and you regretting your whimsical approach to options grants.

So, at this point the astute reader thinks "this is all well and good, but you can just as easily have some employees who really take a bath if they've just left a very nice and respectable job to come work for you, then get terminated on acquisition a month later, and only get partial single trigger acceleration". This is true. The answer is hey, they get partially accelerated, and I'd rather have generally equitable distribution of the deal. If you've got a reasonable Board of Directors, you can accommodate anomalies with performance bonuses or severance or whatnot instead of being locked into a plan with misaligned interests.

There's another hidden issue with full single trigger acceleration that I mentioned earlier, and we can call this the "acquirer's not stupid" rule. If your employees all fully vest on acquisition, how do you think the acquirer is feeling about your team's general motivation level post-acquisition? They are not feeling good about it. No they are not. They are thinking "gee, we are going to have to re-incent all these folks and that's going to cost a bunch of money, and you know where that money's going to come from? I think we will just subtract it from the purchase price, that's what we will do!"....so the shareholders get doubly-whacked...they get fully diluted to the total allocated options pool AND they likely take a hit on total consideration as the acquirer has to allocate value to re-upping the team.

My FeedBurner cofounders and I have done our options plans a bunch of different ways across a few different companies, even changing midstream once, and I think partial single trigger acceleration causes the least headaches for everybody involved in the equation (although it obviously provides less potential windfall for more recent hires).

NB: you should be very very clear when you hire people about how this works. Most employees, to say nothing of most founders, don't really understand all the nuances in an options plan, and it's always best to minimize surprises later on.

You want to sort as much of this out up front with your attorneys before you start hiring people. You want to avoid having "the old plan with X and the new plan with Y" and that sort of thing.

Thanks for the note, Bernie!

# M&A Issues: The Integration Plan

For the past month we've been doing M&A Case Studies on MBA Mondays. It's time to go back to the basics of M&A. I laid them out in this post. For the next few weeks, I am going to discuss each of the key issues in detail. First up is the integration plan.

The integration plan is the way the buyer plans to operate your business post acquisition. You should get this figured out before you sign the Purchase Agreement. You are going to have to live with the results of the integration and you had better buy into it before you sign your company away to someone else.

There are two primary ways a buyer can "integrate" an acquisition. The first way is they mostly leave your company alone. Examples of this are Google's acquisition of YouTube, eBay's acquisition of Skype, and The Washington Post Company's acquisition of Kaplan (one of my favorite M&A cases). The second way is they totally integrate the company into their organization so you cannot see the former company anymore. Examples of this are Google's acquisition of Applied Semantics, Yahoo's acquisition of Rocketmail, and AOL's acquisition of our former portfolio company TACODA.

And, of course, there are many variations along the spectrum between "leave it alone" and "totally subsume it." In my opinion, consumer facing web services should largely be left alone in an integration. On the other hand, infrastructure, like Doubclick's ad serving platform, is best tightly integrated.

The other critical piece of an integration plan is what happens to the key people. Do they stay with the business? Do they stay with the buyer but focus on something new? Do they parachute out at the signing of the transaction?

I believe the buyer needs to keep the key people in an acquisition. Otherwise, why are you buying the company? So letting the key people parachute out at the signing seems like a really bad idea. That said, the buyer also needs to recognize that great entrepreneurs will not be happy in a big company for long. So most M&A deals include a one or two year stay package for the founder/founding team. That makes sense. That gives the buyer time to put a new team in place before the founding team leaves.

Generally speaking, I think it is a good idea for the key people to stay with the business post acquisition. This provides continuity and comfort in a tumultuous time for the company. However, I have seen situations where the key people went to other parts of the organization and provided value. Dick Costolo left Feedburner post acquisition by Google and focused on other key issues inside Google. Dave Morgan left TACODA and focused on strategic issues for AOL post the TACODA acquisition. This can work if there is a strong management team left in the acquired business post transaction.

Another key issue is how to manage conflicts between the acquired company and existing efforts inside the buyer's organization. This happened in Yahoo's acquisition of Delcious. Yahoo had a competing effort underway and they left it in place after acquiring Delicious. This resulted in a number of difficult product decisions and competing resources and a host of other issues. I think it was one of many reasons Delicious did not fare well under Yahoo's ownership. You have the most leverage before you sign the Purchase Agreement so if you want the buyer to kill off competing projects, get that agreeed to before you sell. You may not be able to get it done after you sell.

These are some of the big issues you will face in an integration. There are plenty more. But this is a blog post and I like to keep them reasonably short. Take this part of the deal negotiation very seriously. Many entrepreneurs focus on the price and terms and don't worry too much about what happens post closing. But then they regret it because they have to work in a bad situation for two years and worse they witness the company and team they built withering away inside the buyer's organization and are powerless to do anything about it. It is a faustian bargain in many ways. But you don't have to let it be that way. Get the integration plan right and you can have your cake and eat it too.

# MBA Mondays Everywhere

I provide all of the content on this blog for free via a creative commons license (link at the bottom right of this blog). Anyone can repost it as long as it is not comingled with porn or hate and I require attribution and a link back to the original post here at AVC. That is why you see the posts that run here at many other sites on the web, ideally running the post's disqus comment thread.

The same is true of MBA Mondays (which is a subset of AVC). Last week DailyLit (books by email) started offering MBA Mondays via its service. I'm told that well over 1000 people have subscribed already.

And my friend Pravin, who inspired the MBA Mondays series, is helping me with a MBA Mondays iPad app. It will be free as well. I will let you know when it comes out. Hopefully we can port it to Android tablets after we get it working on iPad.

And long time community member vruz is working on an illustrated version of MBA Mondays. I am not sure what the status of that is, but I will alert people when it sees the light of day.

I am still considering also running the MBA Mondays posts on their own blog with special formatting so that they can be easily searched, read, and so that they feel as much like a textbook as possible. If I do that, I will do that via wordpress and I'd like to use the domain MBAMondays.com. The owner is hidden by domainsbyproxy and I can't figure out who it is. It was purchased last spring, a few months after the monthly series started. If anyone can help me identify the owner and secure the domain, I'd appreciate it.

If you have an idea for doing something useful with MBA Mondays, I say go for it. You don't even need my permission as long as you follow the creative commons license. But I'd love to know what you are doing so I can keep track of all the cool ways people are helping to hack education.

M&A Issues: The Stay Package

We continue our discussion of M&A Issues this week on MBA Mondays. Today we are going to talk about the "stay package."

When a company acquires your business, they are buying the people as much as anything. Experience has shown that the most successful acquisitions require the team to stick around, at least for a while. But if everyone is getting cashed out day one, there is very little incentive to stick around. Therein lies the stay package.

There are a number of different variations on the stay package to deal with different deal scenarios. I will group them into three main categories for the purposes of this blog post but there are many variations around these three main categories. Every deal is different. There is no standard deal in the M&A business.

1) When the employee and founder equity is worth a lot of money and much of it is unvested – In this scenario, the buyer usually assumes the unvested equity, converts it to unvested equity in its cap table, and uses the remaining unvested equity as the bulk of the stay package. The buyer is likely to adjust the stay package by issuing new employee equity or cash bonuses to certain members of the team to further incent them to stay.

2) When the key employees have equity of significant value and most/all of it is vested – In this scenario, the buyer is going to have to come up with a large new employee equity grant or cash bonuses for the key employees and it often comes out of the sale price. Let's say your company is getting purchased for $300mm and the buyer believes it will take $30mm of cash or equity in the buyer to incent the key team members to stay. It is typical to see the purchase structured as $270mm for the company and $30mm for a stay package for key employees. In this scenario, the rest of the team usually has remaining unvested equity and will typically be treated similarly to scenario 1. It is common practice, but by no means standard practice, for the employee equity and investors equity to be split up and treated differently in this kind of situation. In one situation I was involved in, the founders owned 40% of the company and the investors owned 60%. The company was sold for $100mm and the investors were cashed out for $60mm and the founders got a two year stay package for $40mm plus some additional equity in the buyer's stock.

3) When the key employees' equity is worthless – This usually happens when the company is being sold for less than the total invested capital. The deal most investors make is they get their money back before the founder and employee gets paid out. In an investment that doesn't work out well, this means the founder and employee capital is worthless in a sale. But the buyers know this and won't allow all of the sale consideration to go to the investors, who don't matter to them, and none to the employees, who matter a lot to them. So what buyers typically do in this situation is create a carveout for founder and employee equity. The carveout can often be as high as 25% of the total consideration. I have seen buyers propose 50% or more but those deals don't get done because investors usually control the exits and they need to feel that they are being treated fairly. The founder and key employee carveout is usually paid in cash over a two to three year period.

The typical stay package is for two to three years. The consideration is generally paid ratably over that period. But it can be back end loaded to further incent the team to stay.

Some deals can include an "earn out" which is additional consideration based on the performance of the business. Earn outs can be for the entire shareholder base or can be made available only to the key employees. Earn outs can work well when the business is being left alone and the metrics are easy to establish and the team feels confident they can meet them within the confines of a larger organization. I don't consider earn outs to be stay packages. They are a different beast for a number of reasons. But they can be very effective at keeping the key employees around.

I'll end this post by saying that I can't think of a founder or key early employee of one of our portfolio companies that has stayed at a buyer for more than three years. Most are gone after two years and some leave well before that. There are a host of reasons for this, and most have to do with the psyche of founders. So it is wishful thinking to expect a founder or early key employee to stick around for the long haul, but getting them to stick around for a couple years can be done and should be done. So make sure your deal has a well thought out stay package. It is in everyone's interest to do so.

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What A Management Team Does

Last summer I wrote a post called What A CEO Does. It was a popular post and I've seen and heard people reference it frequently. In that post I suggested that the three things a CEO needs to do is set and communicate the overall vision, recruit and retain the best talent possible, and make sure the company never runs out of cash.

Matt Blumberg, the CEO of our portfolio company Return Path wrote a post yesterday talking about the three things a management team must do.

He suggests these three functions:

 Create an environment for success

 Nip problems in the bud, or prevent them entirely

 Exploit big opportunities

If you want more detail on each of them, go read the post.

I particularly like #1. The best management teams create cultures that people enjoy working in. And from that comes great things. I see that every day. As Scott Heiferman said recently "teams win."

# M&A Issues: Governmental Approvals

Continuing our discussion of M&A Issues, this week we'll talk about governmental approvals. When two companies combine, the government can sometimes get involved. It mostly happens when two large businesses combine and the most common reason for governmental review is antitrust considerations. It is also possible that foriegn governments can take interest in a business combination.

The most common governmental review process for an M&A transaction is a review by the DOJ/FTC of anti-trust considerations. These reviews are done under provisions laid out in the Hart-Scott-Rodino Act. Wikipedia has a decent description of the provisions of that act. If a transaction is for more than a certain amount of value, the government will review it. From that same Wikipedia article:

_The rules are somewhat overlapping to some degree, but the basic requirements are that all transactions of $252.3 million or more require a filing. All transactions worth more than $63.1 million require a filing if one of the parties is worth at least $12.6 million, the other is worth at least $126.3 million and the total amount of assets now owned by the acquirer reaches $252.3 million._

The DOJ and the FTC will look at every transaction over these amounts and try to determine if there are antitrust considerations. If they are concerned, they can negotiate provisions to the deal to remedy the concerns or they could simply not approve the transaction.

A similar process can happen in the EU. The Google Doubleclick transaction, for example, received very close scrutiny in europe.

There are other government agencies that can also be interested in an M&A transaction. They include the SEC, the FCC, and other agencies with specific oversight over certain businesses (EPA for example).

These governmental approvals are important for a bunch of reasons. First and foremost, they can prevent a transaction from happening. And they can also require significant changes be made to the transaction which may not be acceptable to the buyer. Bottom line, the government can mess with your deal.

For transactions that are large enough to merit review, governmental approvals represent risks to the transaction that need to be considered upfront. From the buyer's perspective, they will want to be confident they can get the deal approved in a reasonable time frame without significant concessions. From the seller's perspective, they do not want to be tied up in a long governmental review process, be in limbo business wise, and risk not getting the transaction closed.

The way that most letters of intent deal with these risks is they establish a breakup fee that the buyer pays the seller if the transaction does not close on substantially similar terms. The breakup fees can be considerable.

From the seller's perspective, a long review followed by a failed transaction is a horrible outcome. And a large breakup fee may be suitable compensation for that kind of damage. But it may not. Imagine having your entire team thinking they are going to be working for someone else, being in limbo for a long time, and then hearing that it is back to business. It is hard to get back the operating mojo once your team has adopted a different mindset.

If your M&A transaction is small, you don't need to worry about this stuff. But if it is a large transaction, you need to focus on the government approvals you will need and you need to consider what should happen if the approvals are not forthcoming. This stuff matters a lot.

# MBA Tuesday

Yesterday I went up to Harvard Business School and participated in a lunch and a class. My friend Jeff Bussgang arranged the trip and we were hosted by HBS Professor Tom Eisenmann. Jeff and I sat in front of Tom's class _Launching Technology Ventures_ and talked for almost 2 hours on topics like Lean Startup Methodology, Pivoting, doing a startup vs joining a startup, and more.

I can tell you this, the HBS I visited is not the HBS I used to know. The students I had lunch with had all built a startup and exited before going to HBS. The knowledge and passion for startups evident in Tom's class was off the charts. If business school is turning into entrepreneur school, then that's a damn good thing.

Anyway, Jeff took notes from the day and posted them on his blog. Every time I talk in front of a large group and take questions, some things come out of my mouth that are new thoughts that I've not expressed before. Between Jeff's post and the tweet stream from the class, I was able to review the talk and a few thoughts struck me as good enough to share here.

– There is a very high correlation between lean startup approach and the top performing companies in our two funds.

– Lean startup methology is great, but it is really a lean startup culture you want.

– Lean startup is a machine, garbage in will give you garbage out.

– Early in a startup, product decisions should be hunch driven. Later on, product decisions should be data driven.

– Hunches come from being a power user of the products in your category and from having a long standing obsession about the problem you are solving.

– Domain expertise to the point of obsession is highly correlated with the most successful entrepeneurs in our portfolio.

– Ideas that most people derided as ridiculous have produced the best outcomes. Don't do the obvious thing.

– Monetization should be native and improve the experience for users.

– If you have an idea that you can't get out of your head, do a startup. Otherwise join a startup.

– If you are not technical, get product experience. Get your hands dirty and work with engineers.

– Take risks when you get out of business school. If you don't take risks, you won't find yourself in an interesting job and career.

Finally, I'd like to say that Tom encouraged his class to tweet during class. I think that is fantastic. The tweet stream is like publicly available course notes for the class we did yesterday. Every time I talk to a class full of students I am going to call out a hashtag at the start of class and encourage tweeting.

I'm very encouraged with what is going on at HBS and some of the other top business schools I've visited this year. Entrepreneurship is alive and well and a growing theme of business education. As it should be.

M&A Issues: Breakup Fees

Continuing our discussion of M&A Issues, we are going to talk about breakup fees today.

A breakup fee is a payment made by the buyer to the seller if the M&A transaction doesn't close.

Many M&A transactions do not include breakup fees, particularly smaller transactions. But as the value of the transaction rises and the potential disruption to the seller's business increases, it is more likely that the transaction will include a breakup fee. The negotiation of the breakup fee can be an important part of the letter of intent (LOI) negotiation and there are cases where merger deals have not happened because both parties could not agree on a breakup fee.

As a buyer, you want to avoid and/or limit the size of breakup fees as much as you can. And you want to be very specific about the circumstances in which you would pay them. You can and should carve out as many reasons for a deal falling apart from the breakup fee as you can.

As a seller, you want to include a breakup fee in the LOI for a bunch of reasons. First and foremost, it is a good way to make sure the buyer is serious about the transaction. It is a lot like a down payment in a contract to purchase a home. It forces the buyer to signal the seriousness of their interest.

In addition, the merger transaction can be very distracting for the seller and the seller's management team. If the selling company goes through a prolonged M&A transaction and then the deal does not close, there can be significant negative impact to the business and the breakup fee is a way to get protected from that negative impact. However, a one time cash payment is rarely the solution to the problems that result from such a situation.

When you are selling your company, ask your lawyer right up front about the appropriateness of a breakup fee. He or she will tell you whether it is typical in your kind of transaction. The smaller and quicker the transaction, the less appropriate it is.

But don't just listen to your lawyer. Decide in your gut whether the seller is serious about the deal or not. And try to anticipate how disruptive the transaction will be to your business. If you have any qualms about the seller's intentions or the disruption that will ensue, ask for a breakup fee. And if the buyer is unwilling to include one, think hard about whether you want to do the transaction.

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M&A Issues: Reps, Warranties, Indemnities, and Escrows

Yet another post on issues in M&A. This one is about the things you will sign up to when you sell your business and the money you will set aside to cover them.

First things first. I am not a lawyer. And this post is about legal stuff. I barely know how to spell indemnities. I had to double check that I was spelling it correctly. So I am going to put a bunch of stuff on the table but if you really want to understand this, talk to a lawyer. This kind of stuff is why you have a lawyer and why they are valuable. That said, here goes.

When you sell your business you will make a bunch of representations to the buyer (reps). You will tell them you own all of the assets you have on your balance sheet. You will tell them that you have no more liabilities than you have listed on your balance sheet. You will tell them that you own all the intellectual property you claim to own. You will tell them that you have all the contracts with customers you claim to have. I could go on and on. The list of reps in a purchase agreement is long.

This is a contract. You need to take this stuff seriously. If you are repping to something, you should be very careful and read every rep and make sure it captures the situation accurately. There will be schedules for most, if not all, reps. Read them too. You are making promises to the seller. Make sure they are correct.

Reps are about what is true today. Warranties are about the future. You will also be asked to warranty a number of things in a sale contract. Read them carefully as well. Make sure you are confident of them. Lawyers write these contracts but people have to live up to them. So don't just treat a contract as a piece of paper to be signed. Understand what is being agreed to, take the time to understand it. If you don't understand it, make your lawyer walk you through it, line by line if need be.

An indemnity is the amount of money that is to be paid from the seller to the buyer if any of the reps and warranties turn out to be false. They will be set up in the contract. Understand how much liability you are taking on for the reps and warranties.

The buyer will require a percentage of the purchase consideration be set aside to back up the indemnities, usually for one year. The percentage is most often 10%, but can be more or less depending on the type of deal it is. The escrow is the money the buyer can come after based on the indemnities without having to sue the seller.

There will be an escrow agent represeting the selling shareholders. It is most often the lead investor. Our firm has done this many times. It is a thankless task, but an important one. If there is a fight over the escrow amounts or a larger claim, the shareholder representative will be the one dealing with the buyer.

One area that has been particularly problematic in M&A for tech startups is IP reps, particularly patent issues. An announcement of a large purchase of a tech company is a big fat target for patent trolls. The patent infringement suits will come out and the seller's escrow will be the target. My partner Brad has been dealing with one of these for years. It is ugly.

Most of the time, the escrow is paid without much haggling by the buyer on time (usually a year later). But sometimes the buyer has legitimate claims and the escrow is used up paying the indemnities. It is rare (at least in my experience) for the buyer to come after more than the escrow. That is most common in outright fraudulent transactions.

In summary, you will be asked to make a bunch of statements of fact and future performance to the buyer when you sell the company. Take them seriously and make sure you understand what you are signing up to. Be prepared to set aside at least 10% of the purchase price to back up these statements. And if things go wrong, expect to lose some or all of that 10%.

# M&A Issues: Timing

Yet another post in the M&A Issues series. This one is about timing, ie how long it should take from the first serious conversation about a sale transaction until the closing.

I've seen acquisitions done in a week. I've seen acquisitions take over a year from the first serious conversation to close. And one thing I know for sure, if a buyer wants to take their time and feels like they can get away with it, they will.

Not every buyer wants to take their time. Many buyers want the transaction closed as soon as possible. In that case, the seller has alignment with the buyer and the transaction closes quickly.

Sellers usually want a quick close. They should. Selling your business is distracting and fraught with risk. One you decide you are going to sell, you should move with as much speed as you can while being diligent, thorough, and reasonable.

Six weeks from serious conversation to close is fast. If the company is "clean" and the buyer is incented to do a quick close and there are no governmental approves, it can be done.

Anything over three months is too long. The sale process starts to hang over the company and impacts the team, the business, and can lead to lasting problems. Team members get antsy. Resumes hit the street. Customers hear rumors and start thinking about plan B. The senior team loses focus. The company suffers.

If there are reasons why a close is going to take a long time (governmental approvals, buyer approvals, diligence, etc) an approach you can take is to sign a defintive agreement which obligates both sides to close and provides remedies if the close does not happen (including breakup fees). This is often the way deals are done with public companies that require shareholder approval.

Another key issue related to timing is the news leaking out. The longer the process goes on, the more likely the news will leak out. The reality is most deals leak and it rarely gets in the way of a deal getting done. Buyers hate it when the news leaks out because it can bring additional buyers into the process and make it more competitive. But most sellers should prefer a quiet process too. The less chatter about the sale, the better in my opinion.

I'm a fan of quick M&A processes, within reason. It takes time to do the required diligence and legal work. Doing a deal in a day is generally not a good idea. Doing it in six weeks is desirable and should be the goal. Anything longer than three months is likely to be problematic and will require a ton of management effort to manage the fallout. If you are a seller, you should specifiy the time to closing in the LOI and do everything in your power to make the buyer meet that deadline. And if you are buyer, you should respect the seller's desire for a quick close and work hard to make it happen on your end.

# M&A Issues: Consideration

We are getting to the end of the series on M&A. Two more M&A Issues to talk about and then I am done. The final two are consideration and price. Today I'll talk about consideration and next week I'll talk about price.

Consideration is the way in which you and your shareholders will get paid. The most common way to get paid is cash. The other common way to get paid is in the buyer's stock. You may also get paid by accepting a note (an IOU) from the buyer. And of course, many transactions include more than one form of consideration. A combination of cash and stock is very common.

Cash is the best way to get paid in most cases. You know exactly what you are getting when you get paid in cash. If the purchase price is a signficant amount of money to you and your shareholders, I would almost always prefer cash. If you've created a lot of wealth with your company, why risk that wealth on someone else's company?

Stock is the best way to get paid if you are selling your company relatively cheap but you are a big believer in the upside of the buyer's stock. A good example of this are sales of young companies to fast growing privately held businesses. When Ev Williams sold Blogger to Google, the Blogger shareholders got privately held Google stock which appreciated a lot when it eventually went public. When Summize sold its twitter search service to Twitter, the Summize shareholders got Twitter stock (and some cash) and that Twitter stock has appreciated significantly since. In these kinds of transcations the Blogger and Summize shareholders would not have made much of a return if they had taken cash. By taking stock, they turned their company sales into fantastic transactions.

There are situations where the buyer will require the seller to take stock. It might be because the buyer doesn't have sufficient cash to make the purchase. Or it might be because the buyer wants the seller to be aligned with the buyer and incented to stick around.

If you are accepting stock as consideration, you need to be careful to evaluate the short, medium, and long term potential of the buyer's stock. Back during the first Internet bubble, we sold one of our portfolio companies for stock in another company. We did diligence on the buyer's company and knew that it was weak and in trouble. But so was our portfolio company. Three months later, the buyer went under and we lost our entire investment. We probably would have ended up in the same place if we didn't sell. But I tell this story so that you all understand that taking private stock can be risky. It is not an exit unless the stock is public and liquid and you can sell immediately and turn it into cash.

Selling for public stock is a lot different than selling for private stock. Public stock is a lot closer to cash, particularly if there are no restrictions on the seller's stock. If you get public stock with no restrictions, you can sell immediately and turn it into cash. Or you can hedge your stock with puts and calls and take a lot of the risk out of the position. Or you can put in place a regular selling program. If you are selling your company for public stock, pay a lot of attention to the restrictions the seller wants to put on your stock. And resist them as much as you can.

Taking a note from the seller is not very attractive. A note has very little upside (compared to stock) and it is not immediate cash. With a note you are still taking risk that the purchaser could falter and not be able to pay the note. It is true that a note will not fluctuate with company performance like stock. If the purchaser remains in business and solvent, the note will be paid at face value with interest. We've received notes as consideration in a few situations over the years but it is very rare in the venture capital and startup business. As a matter of practice, I like to avoid them.

In summary, you can get paid in multiple ways in an M&A transaction. Cash is usually best and is also the most common. Stock is attractive if you believe there is a lot of upside in the purchaser's stock or if it is public and immediately liquid. A note is the least attractive form of consideration and also is rare in the venture capital and startup sector.

# No MBA Mondays Today

I've spent the past two days in airports and on airplanes. I was hoping to write my MBA Mondays post for today on the flight yesterday. But there was no wifi or power. I punted and watched VCU beat Kansas (yay) and Kentucky hold on and beat UNC.

I had the same plan today. Had power but not wifi on our flight to Mexico this morning. As we were bouncing around in a storm over the gulf, a distinct odor of electrical burning enveloped the cabin. The flight attendants made a manic attempt to find the cause of the odor, while the pilot made a quick decision to turn left and land in Tampa. The good news is we landed safe and sound. But we are stranded in Tampa until this evening.

I could write the MBA Mondays now, but I'm frankly not in the mood. I'll hang with the kids, play some cards, and hopefully board a plane this evening to Mexico.

So I'll finish the series on M&A Issues next monday.

# M&A Issues: Price

This is my final MBA Mondays post on M&A Issues. I've been posting about M&A since last December. It feels like a semester long effort. And frankly I'm a bit tired of talking about M&A every monday. But selling your company is an important topic and I think we've done it justice now on MBA Mondays.

Price is certainly the most important issue in a sale transaction. You need to consider all of the issues we talked about when deciding whether or not to accept an offer to buy your company. But at the end of the day, price is the big issue.

The best way to get the highest price in a sale transaction is to have a competitive process. Multiple serious bidders will force the buyers to bid more agressively than they would otherwise.

However, most buyers don't want to be in an auction. You can lose potential buyers, maybe your best buyers, by overtly conducting an auction. So you must be careful about this. My favorite approach is to get one bid, then quietly get another, and all of sudden you have a competitive process. I don't like to start out the process telling everyone that "we are running an auction."

Sometimes, you will get your best price from a buyer who wishes to pre-empt the auction process by putting out an early agressive bid in an attempt to win the deal without competition. Pay serious attention to these offers. I have seen pre-emptive offers top bids obtained in a competitive process.

The problem with pre-emptive offers is you don't really know what the "market will bear" if you go through with a competitive process. So the pre-emptive offer needs to come with a premium over what you think that fair price is to incent you to avoid the sale process and sign with the pre-empting buyer.

You should go into a sale process with a target price. That target price needs to be based on some sort of logic and rationale. An investment banker can help with this. It is one of the best reasons to get an investment bank involved in a sale process. But you don't need an investment bank to do this valuation work. If you have venture capital investors, they can help you do it. Or if you have a strong finance team, led by a transactional CFO, you can do it yourself. Some of the early MBA Mondays posts can help you do this valuation work. Here is a table of contents of all the MBA Mondays posts to date in case you want to look back at some of them.

I generally like to look out a couple years, no more than three, and figure out what the business would be worth if it remained independent based on cash flow multiples, revenue multiples, or mutiples of active users who have an established lifetime value. That becomes the target price. My rationale for using this method is the buyer ought to be willing to pay a premium over what the business is worth today for asking the company to give up all future value potential. But you can't ask the buyer to pay now for all the upside that the business could obtain if it remained independent. So a few years of future value, especially if it is reasonably visible to everyone, particularly the buyer, is a reaasonable approach.

If you run a process and you cannot obtain a bid at or in excess of your target price, you should stay independent unless you are in a distressed situation. As painful as it is to the senior management team and the entire company to go through a sale proceess and end up with nothing, the alternative – accepting a price that you believe is not fair – is worse. I've seen plenty of companies go through a sale process, come up with nothing good, and then go back to business and continue to create value and come up with a much better deal a few years later. It's tough the first six months or so, but then everyone moves on and the failed process becomes a distant memory.

If a buyer meets or exceeds your target price, you will want to seriously consider the offer. If you made the decision to sell the company, ran a process, and hit your target price, you should think very hard before walking away from the deal. If however, you did not set out to sell the company, but were approached, that is another story. I've seen many entrepreneurs regret selling after the fact. Don't let a great price force you into a sale that you are not ready to live with.

In summary, when selling your company, do the work upfront to get to a target price that makes sense to you, your senior team, your investors, and will make sense to the universe of buyers you want to target. Then figure out how to get multiple bidders to the table to get the best price. And make sure you want to sell the business before you go through with all of that. Because getting a great price for your business is not easy and when you've accomplished that, you'll want to be able to say yes comfortably.

360 Reviews

I'm a fan of 360 reviews for companies of all shapes and sizes. I was talking to the CEO of one of our portfolio companies yesterday about his company and he said "we have about 50 employees. is it time to do 360s?" I told him that he was well past the point where he should start them. He asked for some suggestions for web software to use. I gave him a couple suggestions, but I'd love to get more suggestions in the comments.

My partner Albert wrote a post last week about assessing CEO performance and I left a comment suggesting that a regular 360 review process is the best way to do that. In the case of the CEO, the review should be shared, and ideally presented, with at least a subset of the board in person.

For senior management team members, the CEO should be with the senior manager when the results of the review are presented. That gives the CEO the opportunity to discuss the findings and provide guidance, coaching, development goals, and more.

And the senior managers should do the same with the members of their team.

I've seen compaies use management coaches to run these processes and I think that is a great idea if you have a mangement coach you like to work with. A strong HR team can also do this for most companies.

I think companies as small as 10 employees can benefit from 360 reviews and I strongly recommend them to our portfolio companies. When I see a CEO or a management team resist the idea of 360 reviews, it can be a red flag to me. I like to think that everyone can and should get feedback on their performance, be open to it, and that they will certainly benefit from it.

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Margins

Margin or margins is a word you hear a lot in business. I want to talk about what it means and why it is important today on MBA Mondays. I did talk about margins once before, in the context of the income statement, back when we were walking through the basic financial statements. But I'd like to talk about the concept outside a strict accounting definition.

Margin is the amount of money you make on each incremental sale or unit of revenue before factoring in the "fixed costs" of your business. Fixed costs would be things like the rent on your office, your administrative team, and the people who do your accounting/bookeeping work for you. The key concept to wrap your head around is some costs rise and fall based on how much revenue you have and some costs are fixed and are the "cost of keeping the doors open."

I have a friend who runs a pickles business called Ricks Picks. His pickles are awesome, but I digress. If you buy a jar of Hotties (spicy sriracha-habanero pickles) from Rick, you'll pay $7.99. That jar of pickles costs him between $4 and $5 to make and send to you. That includes buying local cucumbers from farmers, making the spicy brine, and cooking up the pickles in their industrial kitchen. That includes shipping the pickles to Rick's warehouse and then shipping them to you. Let's say all of that costs $4.50 per jar, then Rick's profit on your pickle purchase is $3.49 per jar. Margin is often expressed in percentage terms, so $3.49/$7.99 is a 43.7% margin.

Notice that I didn't include the cost of Rick's time, his office, the team in his office, the marketing efforts, the cost of his website, his accountants, and a bunch of other costs in that calculation. That is because he has to spend all of this kind of money no matter how many pickles he sells every year.

Now let's think about four different businesses that are well known in the tech business; Apple's iPad business, Google's search business, Amazon's retail business, and Salesforce's SAAS business. Each of these businesses has a different margin structure.

Apple has significant costs associated with manufacturing and selling each iPad. This article in the EE Times suggests that the "bill of materials" (often called the BOM) of parts that are used to make the iPad2 are $270. You can buy an iPad2 starting at $499. If you just subtract $270 from $499, you get $222 of margin on every iPad2. I'm not trying to be accurate here. Apple's margins on the iPad2 could be a lot higher or a lot lower than $222/iPad. I'm just trying to point out that when you make a hardware product, your margins will be impacted by the material costs of making a physical product. Apple's reported gross margins in its most recent quarter were 38.5%.

Amazon typically operates as a traditional retailer in their core e-commerce business. This Oxo kitchen tools set costs $99.99 at Amazon. Amazon purchases that item in bulk from Oxo (or a distributor) for something less. Maybe $60 or $70 per unit. So they have a margin of $30 or $40 per unit. Amazon is not a manufacturer. Oxo is. So Amazon's cost is the price at which the manufacturer is willing to sell it the item at wholesale. Amazon's reported gross margins in its most recent quarter were 20%.

Salesforce is a hosted software company. When you become a customer, they don't have to make anything new to service you. They just open up additional resources on one of their servers and you are good to go. They have very high fixed costs associated with building, maintaining, servicing, and selling their software, but the cost of actually delivering an additional unit of revenue is very low. Salesforce's reported gross margins in its most recent quarter were almost 80%.

Google's search business is a media business with aspects of the hosted software model. Providing search queries to consumers is a lot like salesforce's hosted software business. Each additional search query doesn't cost Google very much. They need to add more servers over time to handle more queries. The revenue those queries generate comes from the adwords paid search service. Some, but not all of that revenue comes self service. Some comes from a salesforce that goes out and sells keywords to large customers. But like the hosted software business, paid search is a high margin business. Google's reported gross margins in its most recent quarterwere 65%.

Now that we've gone through a bunch of examples of businesses with different kinds of margins, let's talk about why margins matter. In general higher margin businesses are easier businesses to grow and manage. Lower margin businesses are often very difficult to scale, both operationally and financially.

If you think about my friend Rick, he has to go out and spend a lot of money every summer and fall when cucumbers, beans, beets, and okra are less expensive, higher quality, and fresh from the local farm, make and jar the pickles and move them into his warehouse. That is cash out the door. Then over the rest of the year, he sells the product, gradually getting back the money he laid out plus his margin. As his business grows, that summer/fall production runs costs more and more. And the dollar value of inventory in his warehouse grows. He has to come up with some way to pay for that production. This is called working capital and in lower margin businesses, working capital isssues loom large and are an impediment to growth.

Let's look at a hosted software business in the mold of salesforce.com. They spend money upfront to build and host the software but then as their business scales, the cost of "manufacturing their product" is relatively low. They can grow rapidly without having to come up with huge amounts of capital to finance that growth.

When you think about your business; starting it, building it, scaling it, and financing it, pay a lot of attention to your margins. Understand what kind of business you operate and where it fits in the margin universe. Understand how those margins will impact your operations and your financing needs. There is nothing worse than waking up mid-course and realizing you have a lower margin business than you thought that is more capital intensive than you thought and you are caught without a plan to deal with these issues. I've seen that kind of thing kill more than a few companies.

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Margins (continued)

Last week in MBA Mondays we talked about margins, which I defined as:

Margin is the amount of money you make on each incremental sale or unit of revenue before factoring in the "fixed costs" of your business.

That led Amish Shah to leave me this comment:

While you focused this post on margin from "incremental sale" (gross margin), I think it's important to acknowledge that there are other margins in the business. And they shouldn't be ignored.

Operating Margin, for example, is another one I like to look at (and you have previously mentioned it is the most interesting line in a P&L). There's a lot of info in there... Salesforce's gross margin looks great at 80% but operating margin is a lot less glamorous at 0-10%, depending on which quarter you look at.

As Amish points out there are other kinds of margins in a business. I like to focus on "gross margin" because I think it tells you a lot about the scalability of a business (as I detailed in last week's post). But operating margin which is gross margin less all the operating costs is another really important metric.

There are relatively low gross margin business (like Apple which has gross margings of 38.5%) which have relatively high operating margins (Apple has operating margins of 29.2%). And as Amish points out, you can have a relatively high gross margin business like Salesforce have relatively low operating margins.

It is important to pay attention to these metrics. You might have two businesses with identical operating margins but one has high gross margins and high operating costs (like Salesforce) and the other has low gross margins and low operating costs (like Apple). The businesses will be very different to manage and will require different teams, strategies, and financing requirements.

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LTV > CPA

A couple weeks ago, in a comment to an MBA Mondays post, Dan Lewis wrote "LTV has to be higher than your CPA or you're not going to make it." I asked Dan to elaborate in a MBA Mondays guest blog post on this topic and he agreed. Here's Dan's post:

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LTV stands for "lifetime value" of a customer. CPA stands for "cost per acquisition" of a customer/subscriber. LTV has to be greater than CPA or you won't be able to scale – or, for that matter, survive. To demonstrate, let's go to the video tape:

Monday through Friday, I publish a free daily email newsletter (which you can, and should, sign up for), putting to words the notion that you should – and can – learn something new every day. Oddities, like the fact that Abraham Lincoln created the Secret Service the day he was shot, carrots used to be purple, there is only one Jewish person in all of Afghanistan, etc. It has about 4,000 subscribers. It's basically a blog, sure, but I send it as an email newsletter. Long story; one for another day.

The main costs involved – the costs of writing and editing the email – are fixed costs. (At this point, it's also entirely a time cost – mine to write it, and a volunteer who very generously edits it before I send it out. But even if I hired writers and editors, the cost of producing the content is, at least in this context, a fixed cost.) Write it once, send it to many – as many as subscribe. It costs the same amount to write the email to one person as it does to one million (God willing!) subscribers.

The marginal costs are, relatively speaking, minor, and consist of the fees paid to the email service provider I use, Mailchimp. At the number of emails I send and the number of subscribers I have, it's about a twentieth of a cent per email, or $0.05 per 1000. Let's say I can monetize the emails pretty easily at $1 per 1000 (or $1 CPM, as in "cost per mille" from a fictitious advertiser's perspective), and my margin is 95%. Your blog, twitter account, etc.? It's probably even better, unless you're somehow paying on a cost-per-post basis.

Let's say that an average subscriber sticks around for 10 months, and that I publish 20 issues a month. And, while I'm making up pie-in-the-sky numbers, let's also assume I can get $5.00 CPM from advertisers, on average, over the course of those ten months. The lifetime value of each subscriber? $1. Each subscriber receives 200 emails, and at $5 per 1000, that's a buck.

That LTV – $1 – is my upper limit. Spend any more to get a subscriber and I am losing money with every additional subscriber, and that's bad news. So while word of mouth, Tweets, Facebook posts, guest blog posts (did I mention you should subscribe to the newsletter?), etc. are all very good ideas — that's how I've made it to about 4,000 people signed up thus far — are also pretty close to the _only_ viable ways to grow the subscriber base.

Other ideas? AdWords or Facebook ads would cost about $0.25 per click to advertise on "learn something new every day," requiring that I convert a quarter of clicks to subscriptions just to break even – a tall task for email newsletters, akin to getting 25% of visitors to subscribe to your blog's RSS feed. A lot of list-building (cue ominous scare quotes) "best practices" – co-registration, contests/incentivized signups, etc. – will hurt the CPM level and likely lead to a much lower LTV. And buying lists? No thanks.

This inability to turn money into new subscribers, customers, etc. is a huge limit on the speed and potential for growth. Sure, things can break well and the newsletter can grow by itself, via the methods noted above. But those methods are a mix of elbow grease, dumb luck, a solid product, and a lot more of that dumb luck stuff – the hallmarks of the "secret sauce" which somehow, some way turns a hobby into a viable business, in a manner and fashion beyond repetition.

LTV > CPA applies, of course, beyond newsletters and beyond media, digital or otherwise. It's generally easy to apply, as even estimations based on guesses and conjecture are enough to make sure that you're not making a huge mistake. After all, it may be a great idea to spend a ton of capital and spend it to grow your customer base, but not if you're spending more money to get each additional customer than that customer is worth.

Ordinary Income vs Capital Gains

I'm wandering a bit on MBA Mondays right now. I don't have a strong view of where to take this thing next. So I'm just going to post about stuff I think people should understand until I find the next vein we can mine for a while.

Today, I'd like to talk about ordinary income vs capital gains. This is not tax advice. I am not a tax lawyer or a tax accountant. I hope both tax lawyers and tax accountants show up in the comments as this is important and complicated stuff.

When you think about the various ways you can make money, two ways predominate. You can provide services to others and get paid for those services. That is ordinary income. And you can invest in something; shares of stock, a building, a domain, and then sell it later for more. That is a capital gain.

The distinction is important, at least in the US, because these two kinds of income are taxed differently. Ordinary income is taxed at the full federal, state, and local tax rates. We live in NYC and according to our accountants, we pay a marginal fully loaded tax rate of 47.62%. That means we keep about half of the ordinary income the Gotham Gal and I generate.

Capital Gains are broken down into short term (less than one year) and long term (more than one year). Short term capital gains are taxed at ordinary income rates but long term capital gains are taxed at a much lower rate. According to our accountants, we pay a fully loaded tax rate of 27.62% on long term capital gains. That means we keep about 3/4 of the long term capital gains the Gotham Gal and I generate. That's a big difference.

It gets more complicated when you have ordinary losses and capital losses because you need to understand when and how losses and gains offset each other. The rules are complicated and ever changing and I've learned to consult my tax accountants whenever stuff like this turns up.

But the important point of this post and the one I want to bring home is not all wealth producing activity is treated equally in the eyes of the government. There is a strong bias to capital gains. I agree with that bias, not surprisingly, because I think we should have an incentive to recycle capital instead of putting it under a mattress.

If you think about wealth creation in the context of ordinary income vs capital gains, you'll quickly come to the conclusion that you can build wealth a lot more quickly with capital gains than you can with ordinary income because the tax load is so much lower. This is one of the many reasons I encourage people to think of entrepreneurship as a career. If you are a founder of a startup, your founders stock will qualify for long term capital gains if you structure it correctly when you set up the company. And when you go to the pay window (to borrrow one of my favorite JLM phrases), you will be sharing a lot less with the government and keeping a lot more.

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Competition – The Pros and Cons

Today on MBA Mondays we are going to talk about competition. For most businesses, competition is a given. When I walk to work, I am often struck how many local businesses have competitors literally right across the street. Clearly competition is something you can learn to live with and still operate successfully. In fact, there are some very good things about competition. And there are some challenging things. This post will attempt to outline both.

I was having breakfast with the CEO of one of our portfolio companies recently. And we were talking about how the sales team dislikes competition but the marketing team appreciates it. That gets to the heart of the pros and cons of competition. When your company is competing for a piece of business and you have a tough competitor in the mix, you can often lose the business. The sales team, who is compensated directly on revenues, hates that. But when your competitor spends heavily on marketing its offerings and identifying the pain point both your company and their company solve, that is good for you. It generates additional demand, and some of that demand will come your way. The marketing team, which is always trying to do more with less, loves that.

There are a number of good things about competition. As described above, competitors will invest in marketing and the combined marketing efforts of a number of competitors will accelerate the development of a nascent market. It is very hard to build a market all alone. Also, when a large company enters a market, it validates the market in the minds of many who had not been paying attention to it before. That means customers and also eventual acquirers of your company. And there is nothing quite like a competitor to fire up a team. I've seen many companies start to coast a bit after they have successfully taken control of a market. Then a pesky new competitor enters, takes some business from them, and then all of a sudden the team is fired up again. All in all, I'd rather see our portfolio companies have competitors than be the only participant in the market.

But competition is challenging. First, when you have strong competitors, you will lose business to them, often frequently. That increases sales costs, time to close, and makes it harder to grow rapidly. Competitors will also spread fear and doubt (FUD) in the marketplace. This is particularly galling. I've heard all kinds of crazy nonsense spread by competitors to our portfolio companies. Some of that "crazy nonsense" stuck around for a long time and hurt our portfolio company in the market. Competitors can also strike business deals with powerful allies and gatekeepers who can make it hard and at time impossible to enter certain parts of the market. Competitors are a pain in the rear and make operating a business harder in many ways.

Competitors will also impact your fundraising and exit plans. When you have a competitor that is raising capital, it will often cause an entrepreneur to think they need to raise capital to compete. I don't think that is normally the case, but it is hard to convince an entrepreneur otherwise. That said, competitors will compete with you in the capital markets and the M&A markets. If an investor puts money into your competitor, most likely they will not invest in your company. If a big company buys your competitor, most likely they will not buy your company. This kind of competition is particularly anxiety infusing in the minds of entrepreneurs.

Very few companies will operate in a market for long without competition. Imitation is the greatest form of flattery. So be prepared for it. Make sure everyone on the team knows that competition is both good and bad. Sharpen your elbows and get ready to play tougher in the market. Get ready for cheap shots and lost opportunities. And make sure you draft on your competitors when you get that chance. And most importantly, make sure competition makes your company better. Because it should and that's almost always a good thing.

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Financing Options For Small Tech Companies

I went back and looked at all the MBA Mondays post I've written to date and what jumped out at me was a lack of discussion of financing options. Since the audience for MBA Mondays is largely entrepreneurs and the technology industry, I will frame this discussion in the context of what options are available for small tech companies. In this series of posts we will discuss the following financing options:

Common Stock

Convertible Debt

Preferred Stock

Venture Debt

Capital Equipment Loans

Leases

Bridge Loans

Accounts Recievable Financing

These are the options I've seen used most frequently in my time working with small tech companies. If you have suggestions for other financing options to be covered, please leave them in the comments and I will consider adding them to the list.

We will start next week talking about common stock and go from there.

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Sizing Option Pools In Connection With Financings

We've talked about this issue before here at AVC. Investors like to require that an unissued option pool is in the pre-money valuation calculation when they put money into early stage companies. If you don't entirely understand what I am talking about here, go click on that link at the start of the post. Hopefully it will explain the issue.

This post is about how to size the option pool. Many investors just want the number to be as big as possible. They'll put 15% into the term sheet and then let the entrepreneur negotiate them down from there and maybe if you are lucky you'll get them to 10%. But there is no logic in that kind of negotiation. It is just a price negotiation disguised as something else. It is bullshit. And I see investors engage in that kind of practice all the time. It annoys me.

What I like to do, as I mentioned in the post I linked to, is agree with the entrepreneur that the option pool will have enough unissued options to fund all the hiring and retention grants that need to happen between the current financing and the next one. Then we'll do the same thing at the time of the next financing. That makes sense to me. And it is pretty easy to do.

Let's say you are raising $1mm at $4mm pre-money. And the investors want the option pool to be in the pre-money valuation. Let's say the $1mm will last you 18 months. Then you determine how many people you are going to hire in the next 18 months. If the financing is $1mm, it's not going to be that many. You probably have three to five employees already. Without revenue coming in, five employees will suck up half of that money over 12 to 18 months. So at most you are going to hire another 5 employees.

Here's a formula I like to use. Take the cumulative salaries of all the hires you need to make betwen the current financing and the next one. Let's say it is five employees at an average of $75,000. Then that number is $375,000. Then divide that number by the post-money valuation, in this case $5mm. That gives you 7.5%. That's the size of the option pool you'll need. And it is conservative because I don't recommend giving options equal to the dollar value of the annual salary of your hires. I like anywhere between 0.1x to 1x (depending on role and responsibility), with the average being in the .25x range. But early on in a company, you will need to and want to be more generous.

This approach assumes you have already granted employye equity to the existing team. Ideally they will have founders stock or restricted stock. But whatever they have, they should be holding sufficient equity to keep them happy and excited to be working in your startup. If that isn't true, you will need to add some additional equity to the pool to take care of them.

The bottom line is that sizing up option pools should not be like horse trading. It should be a science. It should be based on an option grant methodology that is driven off annual salary, and an option budget based on headcount and hiring plans. And if you do it that way, you will end up with a lot less dilution. Which is what you should always be trying to achieve.

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Financing Options For Startups

I got a bunch of great suggestions in my kickoff post on this topic last week. Based on that feedback, the series is going to look like this:

1) Friends and Family

2) Contests/Prizes/Accelerator Programs

3) Government Grants

4) Customer Financing

5) Vendor Financing

6) Convertible Debt

7) Preferred Stock

8) Venture Debt

9) Capital Equipment Loans & Leases

10) Bridge Loans

11) Working Capital Financing

This list is roughly in chronological order of how a small company might avail itself of the various financing options, but there are always exceptions. Starting a company is more art than science.

I want to do each financing option as its own dedicated post so I'm not going to start today. I will start next week with friends and family.

If you are looking for some meaty MBA Monday reading this week, I point you to Brad Feld and Jason Mendelson's awesome venture capital term sheet series, which is required reading for anyone seeking to raise venture capital.

# Financing Options: Friends and Family

This is the first in a series of posts about financing options for startups. By "financing" I mean obtaining cash to fund your business. There are all sorts of strategies to avoid needing funding, but this series is not about them.

Many entrepreneurs turn to friends and family for their first funding needs. In fact, it is common for non-tech startups to raise all the capital they need from friends and family. I don't know for sure, but I would suspect that friends and family make up the largest source of funding for entrepreneurs and startups.

Friends and family financing is popular because it is easy to get a hearing from the people who know you best and they are positively inclined to say yes. But there are some negatives as well. It's tough to know how to price and structure an investment where the investors are close friends or family. You don't want to take advantage of them and they may not be sophisticated enough to know what is a good deal and what is a bad deal.

And friends and family often cannot come up with a lot of capital so unless your business doesn't need much funding, this will not be the only round you do. But friends and family can get you into business and give you some time to create value that other investors will recognize and value.

Probably the most tricky part of friends and family financing is that you really don't want to lose money that friends and family have invested with you. And most startups fail so the chances that will happen are high. I would encourage entrepreneurs who take funding from friends and family to be very clear about the risks and downside. I would also suggest only taking capital from friends and family members who can afford to lose the investment. That way, if the investment does turn out to be bad, at least you won't lose valuable relationships. Even so, it is easier on the mind to be doing a startup when your capital comes from professional investors than your loved ones.

I would recommend doing friends and family financings as convertible notes with a discount and a cap on the valuation. That way you don't have to worry about how to price the investment. A 20-25% discount from the next round is appropriate. The valuation cap is going to vary depending on the size of the raise and the size of the opportunity. I'd suggest a cap that gives the friends and family around 10% of the business if things work out. But that is just a suggestion. A 10% interest will not be appropriate for every friends and family investment.

Friends and family funding is the most common form of startup financing but also the most tricky in many ways. Be careful to do it right because there's a reason why these people will back you when nobody else will.

# Financing Options: Contests/Prizes/Accelerator Programs

This is the second in a series of posts about financing options for startups. By "financing" I mean obtaining cash to fund your business. There are all sorts of strategies to avoid needing funding, but this series is not about them.

I did not have this option in my original list but it was suggested so many times in the comments that I added it. This is an option that has become a lot more available to entrepreneurs in recent years. There are so many programs out there that target entrepreneurs where the winner(s) is/are awarded cash prizes or small equity investments.

The accelerator programs are probably best known to this audience. TechStars, Seedcamp, DreamIT, Startl, SeedStart, ER Accelerator, and the Fintech program are all active in NYC. Y Combinator is the pioneer of this kind of program. And there are similar programs all over the country now. These programs will require you and your founding team to relocate to a set location for around three months and participate in a program. The equity investment varies but is generally in the range of $25,000 to $30,000. The equity you will give up for this cash is usually in the range of 5-6%.

I believe the accelerator programs are excellent for teams that are just getting started and that have not had a lot of startup experience. The money is usually sufficient to fund the founding team for the three month program and often can last a bit longer. But the biggest value comes from the mentoring and the opportunity to pitch to a large group of angel investors on the last day of the program.

Contests and prizes have been around for a lot longer but there has also been an explosion of them in recent years. One of my favorite is the NYC Big Apps contest where developers compete to build the best app that uses data from the NYC open data project. The winning team gets a prize of $10,000 with no equity dilution (total prizes are $40,000). The winners of NYC Big Apps the past two years have gone on to create real businesses with funding and user traction.

The company that coordinates NYC Big Apps is called ChallengePost. They coordinate many of these contest/prize programs. When I visited ChallengePost just now, I learned that Lollapalooza is running a contest to create apps for concerts. There are $5000 of prizes available. There is stuff like this going on all the time.

I just participated in the judging of the Disrupt NYC contest. The winner Getaround recieved a check for $50,000. Again there is no equity dilution for that cash.

You are not likely to fund your business all the way to cash flow breakeven on the money you get from an accelerator program or winning a contest (although I'm sure someone has done it). Funding startups is like climbing the stairs. You have to go up the first stair to get to the second one. These kinds of events/programs can be a great first or second stair for an entrepreneur. It can give you the money (and connections) you need to get going and get somewhere and set yourself up for the next funding source. And we will continue next week with the next post in this series.

# Financing Options: Government Grants

Governments will provide capital for startups and I've seen many entrepreneurs over the years take advantage of this form of financing. The grants are usually "free money" in the sense that they do not need to be paid back and they don't cost any equity.

But nothing in life is free. You do pay for this money in ways that may not be in your interest. The application process is usually long, involved, and distracting. And sometimes the grants come with strings attached; you can't move, you have to use it for a specific purpose, you have to hire a certain number of people with it, etc, etc.

I've seen states provide grants to do "economic development." I've seen all sorts of US Federal Government grants. The most common are Small Business Innovation Research (SBIR) Grants. But there are also grants available from various departments related to energy, health, defense, and many more. Internationally, I've seen Canada, Israel, and Slovenia provide "free capital" to startups.

In Canada, startups can get a portion of their headcount funded by the government. In Israel, the government provides grants to startups but they need to keep their IP in country. I am sure that many countries around the world provide funding of this sort. And I suspect we will see more of this sort of thing as technology based economic development becomes more important.

I'm not a fan of this form of financing. First, in principle I think that government ought to stay out of the business of picking winners and let the market do that. But more practically, I've never seen an entrepreneur change the outcome of their startup with government money. It is never enough to really move the needle and the strings that are attached usually make it uninteresting to me.

But if you would like to look into this sort of thing, contact your state and national government and ask about grants for high technology, research, and startups. I suspect you'll find some programs out there that you can tap into.

# Financing Options: Customers

I wrote in an earlier post in this series that friends and family is the most common form of startup financing. If you are talking explicitly equity investments, then that is probably true. But the most common way that startup businesses get money to get going is they sell something to someone. In this context, someone means customers.

Customers are a great way to finance a business for many reasons. First, customer financing is typically non dilutive. They want something from you other than equity in your business. Customers also help you fit your product to the market. And customers will help debug and improve the quality of the product. An early customer will give you credibility with other customers. And an early customer may spend more with your company down the road.

The most common way customer financing is done is you sell the customer on the product before you've built it or before you've finished it. The customer puts up the money to build the product or finish the product and becomes your first customer. Usually the customer simply wants the product and nothing more. At times an early customer might ask for some exclusivity on the product or even some free equity in the business, but most of the time the early customer simply wants the product from you and nothing more.

So why not take this approach with every startup? Well, it isn't always possible to find a customer who will put up money in advance of the product being complete and ready to use. It takes great salesmanship to convince a customer to buy something from you that isn't built or isn't finished. But even if you can convince a customer to do this, there are some negatives.

First and foremost, building a product explicity for one customer often makes it less applicable to the market as a whole. An early customer who provides funding to build your product will want the product tailored specifically for its needs. And a highly tailored product is often not well suited to a broader market.

Second, you risk building a "fee for services culture" in your company with this approach. Some companies build products for customers for a fee. Other companies build products and sell them "as is" to customers. The latter is the scalable model for building valuable companies. If you use customer financing, you risk being pulled into the former.

And customer financing is much more difficult, if not impossible, in consumer facing services. It is much more applicable in business facing services.

Those are the pros and cons of customer financing. If you can convince a customer to put up significant capital in advance so you can build or finish your product, you should consider it very seriously. Many great companies got their start this way.

# Financing Options: Vendor Financing

Last week's financing options post was about getting your customers to finance your business. This week's post is about getting your suppliers to finance your business.

Truth be told, this is not very common in the startups I work with. The more capital intensive your startup is, the more you can and should think about this approach.

Two reasonably common examples of vendor financing in the world of tech startups are equipment financing and development for equity.

Equipment financing is when a vendor of capital equipment, like servers, agrees to sell you their product and takes a loan or a lease instead of cash. We are going to do an entire post on capital equipment loans and leases later in this series and we will cover that in more detail then.

Development for equity is when a third party development firm builds something for you and takes equity in your business (or less commonly, a loan) in return for the development services. It is fairly common for a development partner to take some of their compensation in equity but it is rare for them to take all of it that way. But in this case, a vendor of services to your company is financing your business by reducing the amount of cash you need to lay out to get into business.

In the biotech and cleantech sectors, vendor financing is more common. These sectors have large capital equipment requirements and large third party services requirements. There is a lot of money laid out to third party vendors on the way to cash breakeven and therefore a much greater opportunity to have those vendors finance the business.

When you are starting a company, cash is always tight and so anytime you need a third party vendor to supply your company with services, you should be thinking of vendor financing possibilities. It can be a great way to keep your cash outlays down when the cost of capital is highest.

# Financing Options: Convertible Debt

MBA Mondays are back after a one week hiatus. Today we are going to talk about convertible debt. Convertible debt can also be called convertible loans or convertible notes. For the purposes of this post, these three terms will be interchangeable.

Convertible debt is when a company borrows money from an investor or a group of investors and the intention of both the investors and the company is to convert the debt to equity at some later date. Typically the way the debt will be converted into equity is specified at the time the loan is made. Sometimes there is compensation in the form of a discount or a warrant. Other times there is not. Sometimes there is a cap on the valuation at which the debt will convert. Other times there is not.

There are a number of reasons why the investors and/or the company would prefer to issue debt instead of equity and convert the debt to equity at a later date. For the company, the reasons are clearer. If the company believes its equity will be worth more at a later date, then it will dilute less by issuing debt and converting it later. It is also true that the transaction costs, mostly legal fees, are usually less when issuing debt vs equity.

For investors, the preference for debt vs equity is less clear. Sometimes investors are so eager to get the opportunity to invest in a company that they will put their money into a convertible note and let the next round investors set the price. They believe that if they insisted on setting a price now, the company would simply not take their money. Sometimes investors believe that the compensation, in the form of a warrant or a discount, is sufficiently valuable that it offsets the value of taking debt vs equity. Finally, debt is senior to equity in a liquidation so there is some additional security in taking a debt position in a company vs an equity position. For early stage startups, however, this is not particularly valuable. If a startup fails, there is often little or no liquidation value.

Friends and family rounds, which we discussed earlier in this series, are often done via convertible debt. It makes sense that friends and family would not want to enter into a hardball negotiation with a founder and would prefer to let the price discussion happen when professional investors enter the equation.

The typical forms of compensation for making a convertible loan are warrants or a discount.

Warrants are another form of an option. They are very similar to options. In the typical convertible note, the Warrant will be an option for whatever security is sold in the next round. The Warrant is most often expressed in terms of "warrant coverage percentage." For example "20% warrant coverage" means you take the size of the convertible note, say $1mm, multiply it by 20%, which gets you to $200,000, and the Warrant will be for $200,000 of additional securities in the next round. Just to complete this example, let's say the next round is for $4mm. Then the total size of the next round will be $5.2mm ($4mm of new money plus $1mm of the convertible note plus a Warrant for another $200k). The total cost of the convertible loan is $1.2mm of dilution at the next round price for $1mm of cash.

A discount is simpler to understand but often more complicated to execute. A discount will also be expressed in terms of a percentage. The most common discounts are 20% and 25%. The discount is the amount of reduction in price the convertible loan holders will get when they convert in the next round. Let's use the same example as before and use a 20% discount. The company raised $4mm of new cash and the convertible loan holders will get $1.25mm of equity in the round for converting their $1mm loan ($1mm divided by .8 equals $1.25mm). Said another way $1mm is a 20% discount to $1.25mm.

Convertible notes also typically have some cap on the valuation they can convert at. That cap is anywhere from the current valuation (not very common) to a multiple of the current valuation. Recently we are starting to see uncapped convertible notes. These notes have no cap on the valuation they can convert at.

Startups typically think about raising capital via convertible debt early on in the life of a startup. They want to move fast, keep transaction costs low, and they are often dealing with a syndicate of angel investors and it is easier to get the round done with a convertible note than a seed or series A round. While these are all good reasons to consider convertible debt, I am not a big fan of it at this stage in a company's life. I believe it is good practice to set the value of the equity early on and start the process of increasing it round after round after round. I also do not like to purchase or own convertible debt myself. I want to know how much of a company I've purchased and I do not like taking equity risk and getting debt returns.

However, later on in a company's life convertible debt can make a lot of sense. A few years ago, we had a portfolio company that was planning on an exit in a year to two years and needed one last round of financing to get there. They went out and talked to VCs and figured out how much dilution they would take for a $7mm to $10mm raise. Then they went to Silicon Valley Bank and talked to the venture debt group. In the end, they raised something like $7.5mm of venture debt, issued SVB some Warrants as compensation for making the loan, and built the company for another year, sold it and did much better in the end because they avoided the dilution of the last round. This is an example of where convertible debt is really useful in the financing plan of a startup.

My guess is we will see the use of convertible debt, particularly with no compensation and no cap on valuation, wane as the current financing gold rush fizzles out. It will remain an important but less common form of early stage startup financing and will be particularly valuable in things like friends and family rounds where all parties want to defer the price negotiation. But I expect that we will see it used more commonly as companies grow and develop more sophisticated financing needs. It is a good structure when the compensation for making the loan is fair and balanced and when the debt vs equity tradeoff is useful for both the borrower and lender.

# Financing Options: Preferred Stock

Today on MBA Mondays Startup Financing Options series, we are going to talk about the financing option that I specialize in – preferred stock.

Almost all venture capital firms and many angel and seed investors will require the company they are investing in to issue them preferred stock. The vast majority of equity dollars invested in startups are securitized with preferred stock. So if you are an entrepreneur, it makes sense to understand preferred stock and what it means for you and your company.

Preferred stock is a class of stock that provides certain rights, privileges, and preferences to investors. Compared to common stock, which is normally held by the founders, it is a superior security.

Preferred stock takes its name from a critical feature of preferred stock called liquidation preference. Liquidation preference means that in a sale (or liquidation) of the company, the preferred stock holders will have the option of taking their cost out or sharing in the proceeds with the founders as common stock holders. What this means is that if the value of the sale of the company is below the valuation the preferred investors paid, then they will get their money back. If the sale is for more than the valuation the preferred investors paid, then they will get the percentage of the company they own. I'm not going to go into all the reasons for this as I've done a number of times on this blog already. Suffice it to say that this is an important term for investors, including me.

There are variations of the liquidation preference that give the feature a bad name. Investors will sometimes ask for a multiple of their investment as a preference. Or investors will ask for their preference plus the common interest (called a participating preferred). Our firm is not a fan of these "enhanced preferreds" but we do sometimes get them, particularly the participating preferred, when we join a syndicate where that security already exists. One thing to know about terms around liquidation preference is whatever you agree to with one set of investors, that will be what all the future investors will want because they will not want other investors in the cap table with a preferred position to them.

There are a number of important rights and privileges that investors secure via a preferred stock purchase, including a right to a board seat, information rights, a right to participate in future rounds to protect their ownership percentage (called a pro-rata right), a right to purchase any common stock that might come onto the market (called a right of first refusal), a right to participate alongside any common stock that might get sold (called a co-sale right), and an adjustment in the purchase price to reflect sales of stock at lower prices (called an anti-dilution right). I'm not going to explain all of these in detail because Brad Feld and Jason Mendelson did an excellent series of posts on all of these provisions which I recommend highly.

Like many things in life, there are many variations of preferred stock transactions, from the relatively benign to the ridiculously painful. I've come to the conclusion that VCs should specialize in the relatively benign because entrepreneurs have long memories and the VCs who specialize in the ridiculously painful will not get to work with the best entrepreneurs and the best deals over time.

There have been a number of attempts to specify what a "standard preferred stock deal" should look like. There is the NVCA standard set of terms and docs. Fenwick and Gunderson each have a set of standard terms and docs. I believe Cooley has a set as well. I just reviewed as set from Lowenstein that looks quite good. If the preferred stock your investors want to purchase resembles these "standard preferred stock" sets, then you are probably working with an investor who is trying to be reasonable and fair.

As the AVC wise man JLM likes to say, "in life you don't get what you deserve, you get what you negotiate." When you are preparing to sell preferred stock to investors, make it a point to familiarize yourself with all the important terms, what they mean (both to you and your company), and what an "entrepreneur friendly" deal looks like. And then go get one of them for you and your company. It helps to have some leverage and leverage in financings means multiple investors at the table. So when you are dealing with sophisticated investors, make sure you have options and make sure you understand the key issues and don't settle for a bad deal.

Preferred stock doesn't have to be a bad deal for entrepreneurs. It can be a win/win for both sides. But you have to work at this part of your business just like you do at the other parts.

# Financings Options: Venture Debt

It's Monday, time for MBA Mondays and the next post in the Startup Financing Options series. Today we will talk about Venture Debt.

If there were two words less likely to be found together, it would be venture and debt. Startups are not credit worthy enterprises. They have little to no assets and no cash flow. Equity is the appropriate way to finance startups.

However, there is a large, growing, and vibrant market for something called Venture Debt. It is indeed debt, largely provided by a number of banks and finance companies who specialize in this market. The terms are usually three years, interest only, balloon payment, with warrants for the equity kicker. Now that I've just thrown out a bunch of buzzwords, I'll explain each of them.

The term is how long you have to pay back the loan. Three years is the typical term for Venture Debt.

Interest only means you pay the interest on the loan each month but you don't pay the loan down each month.

Balloon payment means you pay the loan amount in full when the term expires.

Warrants are like options, you get the right to buy equity at a fixed price for a period of time, usually five or ten years.

Equity kicker means an equity component to the deal to goose the returns.

So who can get Venture Debt? Venture Debt is available largely to companies that have secured at least one round of venture capital financing by a recognized venture capital firm or syndicate of venture capital firms. It is also available to more developed startups that are credit worthy by virtue of significant assets or cash flow.

So why do banks loan to startups when they have raised VC but not when they have not? The answer lies in the key understanding about Venture Debt. The banks are not loaning against the credit worthiness of the startups, they are loaning against the creditworthiness of the venture capital firm or syndicate. Basically the banks are betting the VCs will keep funding the company well past the term of the veture debt loan.

I'm not a fan of venture debt for early stage companies. If the startup is getting the money because of the credit worthiness of my firm and the other firms in the deal, then I'd rather be putting more equity in instead and getting paid for my capital at risk. I've told this to every venture debt lender who has come to see me so it's not a secret how I feel about this kind of funding.

I am a big fan of venture debt late in the life of the startup. It can be a bridge to a sale or a bridge to an IPO or can be used to fund an acquisition or some other value enhancing transaction. I encourage our portfolio companies to tap the Venture Debt markets all the time once they have become credit worthy on their own. It is smart to use debt vs equity when you can absolutely pay the debt back.

But financing companies with debt when the company has no obvious means other than their VC investors to pay the loan back is bad financial management in my opinion and I am not a fan of it in the least.

# Financing Options: Capital Equipment Loans and Leases

Today on MBA Mondays we are going to cover yet another topic in the Financing Options series, financing capital equipment like servers, routers, switches, computers, etc.

Equity capital is expensive. Every time you do a raise, you dilute. It makes sense to look for places where you can use other less expensive forms of capital to fund growth. As we talked about in the last post in this series, I'm not a fan of debt for an early stage startup because there is no obvious way that the debt is going to get paid back. But capital equipment provides an opportunity for debt financing because you can borrow against the equipment. There are two primary ways to do this, capital equipment loans and leases.

Capital equipment loans are loans made by banks and finance companies to provide a company the funds to aquire the capital equipment. The company owns the servers, computers, etc and puts them on its books. The company also has a loan obligation on its books to the bank or finance company. The loan is collateralized meaning that if the company defaults on the loan, the bank or finance company can come take the equipment. The equipment is the security for the loan. These loans are usually self amortizing term loans of around 3 years and carry interest rates of between 6% and 12% depending on the financial profile of the borrower.

Leases are a financing tool used by the manufacturers of equipment (and sometimes by banks and finance companies too). Let's use Dell in this scenario. You want to purchase a bunch of Dell servers to run your web application on. Dell can lease the servers to your company instead of selling them to you. Under a typical lease deal, you will pay the lessor (in this case Dell) a fixed monthly amount for a fixed term, typically three or four years. At the end of the term, your company will have the option to buy the servers for a nominal amount or give them back to the lessor. Some leases will be capitalized and end up on your books and look a lot like capital equipment loans. Other leases will not end up on your books and will look more like renting an office.

In both cases, you are getting capital you need to finance growth (in this case servers and related capital equipment to serve your growing user base) without diluting. And the primary reason for that is the equipment itself provides the security for the loan, not your company, which is likely not credit worthy.

I am a huge fan of this form of financing for startup companies. The risks and rewards are well aligned for both the lender and the borrower and it makes sense for both parties to do these transactions. Don't use your precious funds raised in dilutive equity rounds to buy servers and other capital equipment. Go see a bank, finance company, or manufacturer about a financing arrangement. It's the right way to finance these kinds of growth needs.

# Financing Options: Bridge Loans

Today's post in the financing options series on MBA Mondays is about Bridge Loans. Bridge loans are so called because they are a "bridge" to something else. They are short term loans intended to fund a company to an anticipated event in the future.

Bridge loans exist in many sectors outside of the startup world. Big banks will often bridge companies to transactions they are putting together for them. Real estate transactions are often bridged to a closing. The concept of short term transaction driven loans is universal in business.

In the startup world, bridge loans are a particularly interesting case to study. I've been in and around startups for 25 years now and I have rarely seen a bridge loan made by anyone other than an existing investor or investor group. Most bridge loans in the startup world are made to money losing companies that are going to run out of funds before they can close a financing or sale transaction. These are very risky loans that will not get paid back unless a transaction happens and often the transactions that are required don't happen.

If you could assemble a data dump of all bridge loans made by VCs and angel investors to startups over the past twenty five years, I think you'd see that the aggregate performance of these bridge loans would be awful. I'm certain that the performance of bridge loans made by firms I've been associated with in that time is hugely negative. The loss rate is very high and the returns on the ones that work are not much better than a typical venture investment.

So why do VCs and angels make bridge loans when they perform so poorly? There are two reasons, and they are related but they are not the same. First, investors like to give the companies and teams they have backed a chance at success. Contrary to the popular view, VCs and angels are supportive of their portfolio companies well beyond what a hard nosed rational investor would be. I have seen startup investors make follow on investments many times that make no sense other than on a "doing the right thing" basis. Second, many investors are playing defense with these loans. They know they've made a weak or outright bad investment but they don't want to acknowledge it with a writeoff, so they keep putting in good money after bad.

So bridge loans are often bad investments made defensively. And so they are red flags to other investors. When a new investor looks at a company and sees a bridge loan in place, they will understand that all is not well. This doesn't mean you shouldn't make or receive a bridge loan. It just means you will need to explain it. And it will make closing a financing more challenging.

Bridge loans made in anticipation of a sale are a bit different. There is a really strong rationale for making a bridge loan in anticipation of a sale. The investors know that a sale is coming so a priced equity round doesn't make much sense. The company can't sell equity cheap relative to what the expected sale price will be. And if the equity is priced close to the expected sale price, then there will not be an equity return when the sale closes. So a loan makes the most sense. And bridge loans are the best kinds of loans to do in this situation. An acquirer will not be terribly surprised to see a bridge loan in place when they look at the books and thus it is not nearly the same kind of red flag as it is in an equity financing.

When making a bridge loan, it is critical that the size of the loan be sufficient to get to the transaction you are bridging to. The bridge metaphor is a good one. You want the bridge to be long enough to cross the river. Otherwise it does no good. Getting a second bridge done is always very hard. So if you think you need three months to sell the company or get a fiancing done, get six months of burn in your bridge.

The biggest concern investors will have in making a bridge is the probability of a tranaction closing. Investors will not make a "bridge to nowhere." So before you can realistically ask for a bridge, you must build a strong case for the transaction you want the investors to bridge to. Getting a banker or an advisor hired to help you secure the transaction you want is one good way to give investors comfort in making a bridge. It doesn't guarantee that you will get a deal done, but it shows everyone that you are committed to making it happen.

The terms of bridge loans are pretty standard. The loan will be secured by all the assets of the business that can be pledged. If there is existing bank debt or equipment financing, the bridge will be subordinate to those loans. And you will need the bank's cooperation getting a bridge done if there is a bank involved. Sometimes that is not easy.

The loan will carry an interest rate of between 6% and 12% depending on the current rate environment and will have warrant coverage or a discount. We covered the concepts of warrant coverage and discounts in the convertible debt post earlier in this series. Bridge loans are a specialized form of convertible debt.

In summary, bridge loans are common in all businesses. In the startup world they are often a sign of distress and for that reason you should try to avoid them if you can. But when you are sinking, any lifeline looks good and bridge loans are no different. Beggars can't be choosers. In a sale process, bridge loans are less problematic and are often the right solution to financing a company to a sale transaction. For startup investors, bridge loans in the aggregate are a poor performing investment and as an industry, we dislike making them. But like all of the tools at our disposal in the statup world, bridge loans are a reality of our lives, we will all experience them from time to time, and they can be a useful form of financing at a critical time in the life of a company.

# Financing Options: Working Capital Financing

We are coming to the end of the Financing Options series. This is the final post in the series. Today we are going to talk about working capital financing.

For those of you not steeped in finance and accounting matters, I suggest you go back and read the Balance Sheet post before reading on. Working Capital Financing relies on a company's balance sheet to support the loan so understanding how a balance sheet works is important to understanding working capital financing.

As a company grows, it starts to consume a lot of cash in the day to day operations of the business that has nothing to do with its profits or losses. This type of cash consumption is called working capital. In accounting terms, working capital is equal to current assets minus current liabilities. In layman's terms, working capital is what your customers owe you plus any inventory you have built up minus what you owe your suppliers and employees. Working capital also includes any cash you have in the bank.

One of the many awesome things about a software business is that it rarely has any inventory. But for the purposes of this post, we need to think about a business that has inventory because inventory buildup is a big reason that companies consume working capital.

Let's think about a company that makes iPad stands like this one (I have it, it's awesome). Let's say it costs $25 to manufacture one iPad stand. Let's say you have orders for 10,000 of them at a wholesale price of $40. So you need to come up with $250,000 to produce the inventory to meet the demand. Then you ship the iPad stands to Amazon or some other retailer. And then you wait 60 to 90 days to get paid the $400,000 by that retailer.

On paper, your business looks great. You have revenues of $400,000 and costs of $250,000. You have profits of $150,000. But you cash situation is horrible. You are out $250,000 and you are going to wait 60 to 90 days to get the $400,000 from retail. And you've got another order but this time it is for 20,000 units. You need to come up with $500,000 to meet demand.

This is known as a working capital issue. The business is making plenty of money on paper but can't manage its cash needs. And the faster it grows, the worse it gets.

This is exactly the situation working capital financing was designed to deal with. Banks and finance companies will loan companies, particularly profitable companies, the money they need to purchase inventory and wait to get paid by their customers. Banks will rely on the purchase orders on hand and the actual value of the inventory that the company has in stock to backup the loan. They will also take into account the money the company owes its suppliers and employees in determining exactly how much capital to loan the company.

Most working capital financing has built in cushions. Banks will not loan 100 cents on the dollar of working capital. They might loan 75% or 50%. But as working capital grows, they will increase the size of the loans they make. These are all short term loans because the inventory eventually gets sold and the customers eventually pay. A typical way these loans are structured are lines of credit and revolvers meaning that as the money comes back into the business, the loans get repaid, but the total amount available under the loan stays the same so the company can just borrow it back when it needs the money again.

For companies that are particularly shaky, there is a technique known as "factoring" where the bank actually takes the amounts of money due from the customers as collateral and gets paid directly by the customers and then remits the extra amounts to the company. The bank essentially becomes the accounts recievable department of the company. Back in the dark days in the aftermath of the crash of the internet bubble, I got a bank to do this for one of our portfolio companies and it was the only way we got through a major financial crisis.

Even a software based business can build up a lot of working capital. It ususally results from the company having to pay its obligations much faster than its customers are paying the company. If you have customers that pay in 90 days and you are growing revenues quickly, then you can find yourself in a major cash squeeze. Working capital financing is a great way to manage that kind of cash squeeze.

# Pricing A Follow-On Venture Investment

Today on MBA Mondays, I am going to walk you through some math that our team does when looking at a venture investment in a company that is starting to scale its business.

Let's assume we have a portfolio company. I will call it fit.sy. It is a marketplace for fitness experiences. We invested in it last year as it was getting ready to launch. A year later the business is scaling nicely and needs more expansion capital. The founders don't really want to go out and do a fundraising process. So they have asked the existing investors to make them an offer for an internal round. They believe they need $3mm of expansion capital to get them to cash flow breakeven.

So now the VC firm (us) needs to figure out what is a fair price. So we pull out Google Docs and run some numbers. For those who didn't click on the link and see the spreadsheet, here are the numbers:

– fit.sy is on track to generate $10mm in gross transactions in 2011

– they operate on an all-in "take rate" of 9% so their net revenue in 2011 will be $900k

– they will have operating costs in 2011 of $1.5mm and they will lose $600k this year

– they plan to triple gross transactions in 2012 to $30mm and grow to $150mm in gross transactions by 2014

– they plan to do this while ramping operating costs to $3mm in 2012 and to $7mm in 2014

We lay all of those number out in a spreadsheet and then look for some multiples to apply to them to get to a sense of value. The two multiples I like to use for marketplace businesses are enterprise value/gross marketplace transactions and enterprise value/EBITDA. And the multiples I like to use are 1x gross marketplace transactions and 20x EBTIDA. These are for internet marketplaces that are growing fast and are category leaders.

I've observed these multiples over a long time, going back to eBay and Mercado Librea decade or more ago. We keep a spreadsheet of all Internet marketplace financing transactions in our portfolio and also include transactions we are very familiar with. That spreadsheet validates these multiples again and again.

When using multiples, one question that comes up is "do we apply these multiples to the current year results (which are almost in the bag), the current run rate (current month X 12), or next year's forecast. My answer to this quesion is "yes." I like to apply these multiples to all three and then triangulate from there. The reason being that when markets are frothy, investors will often give a company valuation credit for the next year's forecast (meaning a forward multiple). But when markets are tough, the multiple will be on the last twelve months (meaning a trailing multiple). You don't know what kind of market you will find yourself in so you should look at the multiples in a number of ways and triangulate to get to a comfort zone.

We did this in our spreadsheet (just for the current year and the next year) for our two multiples (1xGross and 20xEBITDA) and we got to a range of valuations for 2011, 2012, 2013, and 2014. They are:

2011: $10mm to $30mm (midpoint $20mm)

2012: $30mm to $75mm(midpoint $52.5mm)

2013: $35mm to $150mm (midpoint $92.5mm)

2014: $130mm to $150mm (midpoint $140mm)

So that's how we think about valuation. The spreadsheet says that if the Company hits plan, it will grow from a valuation of $20mm now to a valuation of $140mm in three years. And if we invest at that valuation of $20mm, we stand to make 7x on our investment in three years if the Company hits plan. If we pay at the top of the valuation range right now ($30mm) and get out at the top of the valuation range in 2014 ($150mm), we stand to make 5x.

I believe 5x to 7x is a good return objective on a follow-on investment in a venture stage company that is scaling nicely. We look to make 10x on our initial investment but cut our return objectives back as the risk comes out of the investment. There is still a tremendous amount of risk in a follow-on investment of this stage (mostly related to executing, hitting plan, etc) and a big multiple is still appropriate.

So that's pretty much all that is involved. We talk this over with our entire team and decide what to offer and what our walk away price is. Based on this analysis, I believe our offer would be around $25mm pre-money, $28mm post-money. We might go up a couple million to get the round done but I think $30mm post-money would be as high as we would go. At that point, we would encourage the founders to go out and find new investors to price and lead the round.

# Determining Valuation Multiples

Last week on MBA Mondays, I talked about valuing an internet marketplace business. In that post, I talked about using 1x gross marketplace transactions and 20x EBITDA as multiples to determine value. In the comments, I was asked about multiples for other sectors. That's a good question so I figured I'd show how to calculate multiples for various sectors.

For this exercise we will focus on the software as a services (SAAS) sector. The first thing you need to do is find a universe of publicly traded companies to use for your model. I found this blog post and used a subset of the companies on the list.

The next thing you do is create a spreadsheet with a bunch of companies on it. I decided to use five SAAS companies in my model; Salesforce, NetSuite, Constant Contact, Taleo, and RightNow. The spreadsheet with these five companies is here.

Please don't get too caught up in the numbers in the spreadsheet. I believe they are accurate but I did this work in about twenty minutes this morning and there could well be errors in it. The point is to show you how to do this work, not to build the absolutely most accurate valuation model.

For each company, I collected revenues and EBITDA for 2011 and 2012 and current values for market cap, cash and debt. I used two free services to get these numbers. I used Google Finance to get market caps and current cash and debt levels. Here is the Google Finance page for RightNow, for example. To get revenues and EBITDA, I used a combination of Google Finance and Yahoo Analyst Estimates. Here is the Yahoo Analyst Estimates page for Right Now.

I then put all the numbers down and used formulas in the spreadsheet to calculate enterprise value which is market value minus cash plus debt. This normalizes the market caps for companies with high cash levels or high debt levels. Then I divided enterprise value by revenues to get to enterprise value/revenue multiples for 2011 and 2012. And I divided enterprise value by EBITDA to get enterprise value/EBITDA multiples for 2011 and 2012. Please take a look at the spreadsheet to see how all of this was done.

The results of this exercise are as follows:

SAAS Price/Rev 2011: 4.8x

SAAS Price/Rev 2012: 3.9x

SAAS Price/EBITDA 2011: 66x

SAAS Price/EBITDA 2012: 31x

The EBITDA multiples are based on a smaller sample size (the 2011 sample size is one!) so they should be understood in that context. It is also true that most of the companies in this sample seem to be investing heavily in sales and marketing to grow revenues at the expense of profits and the public markets seem to be accepting of that approach (given the valuations they are carrying).

The price/revenue multiples seem about right given my cursory understanding of the SAAS world. If you have a SAAS business, then your company's valuation should roughly be 5x this year's revenues and 4x next year's revenues. These are for public companies. Investors will typically take a 20-25% discount for private company valuations because private company investments are not liquid. So maybe 4x this year's revenues and 3x next year's revenues is an appropriate multiple for a privately held SAAS business.

We led a follow-on in one of our most mature portfolio companies last month. It is a SAAS business and these multiples are almost exactly what we paid. That makes me feel good. It means we got a fair deal and so did the company. And that is why this kind of exercise is valuable.

# EBITDA

Last week's post on valuation brought a couple questions about EBITDA. The first of which is how do you pronounce that acronym? The answer to that question is e-bit-dah. The second of which is what does it mean? The answer to that is Earnings Before Interest Taxes Depreciation and Amortization.

The way I like to think about EBITDA is the pre-tax cash earning power of the business. It is not much different than the notion of Operating Income which is revenue minus cost of goods sold and operating expenses. But it takes out the two big non-cash items in an income statement, depreciation and amortization.

EBITDA originated in the buyout world where you use a significant amount of debt to buy a company. Since interest costs are tax deductible, you can load a company up with debt and not pay taxes. If you want to figure out how much you can borrow, you look at EBITDA and that is the amount of interest you can pay to wipe out all of your taxes.

Let's use an example. Let's say you have a business with no debt that does $100mm in revenue, has $20mm in cost of goods sold, and another $60mm in operating expenses. Let's say that you have no amortization and $5mm of depreciation. Then your Operating Income is 100-20-60 or $20mm. If your tax rate is 40%, then you will pay $8mm in taxes. Your Net Income is $12mm (20-8). And your EBITDA is 20 + 5 or $25mm. You can also get to EBITDA by taking the Net Income and adding back Interest, Taxes, Depreciation and Amortization. In that method EBITDA = 12 + 0 + 8 + 5 + 0 = $25mm.

If interest rates are 5% and you can borrow interest only, then you can borrow $500mm of debt, pay annual interest of $25mm per year, and no taxes because your interest costs wipe out your net income. After doing that your Net Income goes to 100-20-60+5-25 = 0.

So that is where EBITDA comes from. But there are a bunch of problems with EBITDA. First is that even though depreciation is a non-cash expense, it is the accountants way of estimating how much capital investment you must make in your business every year. If you don't have any money left to continue to invest in your business infrastructure, you'll be in trouble. That's why a lot of people prefer EBIT to EBITDA.

It is also true that if you borrow so much that you have no margin for error, you are likely to run into a problem and go bankrupt. So buyout investors don't load up on so much debt that they use up all of EBITDA paying interest. What they do instead is value a business as a multiple of EBITDA. And that multiple is usually in the single digits (5, 6, 7, maybe 8). In our scenario, the business we talked about would be worth $150mm at 6xEBITDA. That's a very big difference from the $500mm you could borrow if you were willing to apply every penny of cash flow to paying interest. And a 5% interest only loan is not particularly common in a buyout scenario either.

But in any case, this is not really a post about buyouts. I'm not an expert in that topic. If the MBA Mondays audience is interest in a post or two about buyouts, I have some friends who can provide that. This was just an attempt to explain EBTIDA and give you all some context for where the measurement comes from and why. I hope it did that.

# Audio MBA Mondays

I've got some great news to share with all of you. MBA Mondays is now available in audio form. The coolest part is how it happened.

A few months ago, I met Tyrone Rubin in a room on turntable.fm. He was DJing and chatting. Because that's what you do on turntable. We got to talking and now we are friends. We haven't met but I'm sure we will at some point.

A few weeks ago, Tyrone emailed me and told me he wanted to do voice recordings of all the MBA Mondays. He has a friend Raph who is an actor and does voice work and they wanted to do it as a "labor of love." I listened to the first few and dug the South African accent. Tyrone and Raph are both South African and live in Cape Town.

So we created a SoundCloud account and they are recording and uploading. The've done 20 so far. They will get all 87 done in a month or two. And then they'll add a new one each week.

So if you are in a car or at the gym and want to listen to MBA Mondays, you can do that now. You'll miss a bit without the images and the links. But I've listened to many of these episodes and I have to say they are a pretty good substitute for reading the blog.

Here's the SoundCloud account. Here's the RSS feed. Here's the podcast on iTunes. You can also get the SoundCloud app for Android or iPhone and listen with that.

I was really impressed with how good of a podcasting platform SoundCloud is. It's a breeze to setup the account and start uploading. Getting an RSS feed and submitting to iTunes is also easy. And since SoundCloud is building out apps for all the popular mobile devices, you can listen pretty much anywhere on anything. Yet another USV portfolio company kicking ass. Well done SoundCloud. And most of all, well done Tyrone and Raph. Thanks for doing this.

# MBA Mondays: Cap Tables

Cap Tables (short for capitalization tables) are spreadsheets that show how much everyone owns of the company. You can get a stockholder ledger from your lawyer that will list all the stockholders and show how many shares or options they have, but I don't consider that a cap table.

For the past 25 years, I've used a simple form, mostly given to me by the partners I worked for when I first entered the venture capital business in the mid-80s, but with a few modifications by me over the years. It looks like this (click on the image to enlarge):

Last night I put together a public read-only google spreadsheet that shows you a basic cap table in the format I like to use. You can check it out here.

The basic outlines of this cap table are:

1) it shows all the major stockholders of the company listed down the left side. it also shows the major option holders and buckets of option holders

2) it shows all of the classes of stock and how much was paid for them across the top of the columns

3) for each investor, you show how much of each class was bought and how many shares of that class they own as a result

4) you total up the cost and shares and then calculate ownerships on a fully-diluted basis (which means you include the options, whether issued or non-issued or vested or non-vested).

I like this presentation for its simplicity and because it shows the progression of financing activity. It also has the benefit of showing how much each investor has put in on a cost basis, which many cap tables leave out.

If you want to make a cap table for your company, feel free to replicate this format. If you have angel investors, put them in the angel section. I would include the largest ones and bucket all the rest into "other angels."

If you've got any questions about this cap table, or cap tables in general, feel free to ask them in the comments. I will answer them (maybe not until late today or tomorrow -I've got a crazy day today). And I bet the community will answer them too (probably well before me).

# Liquidation Analysis

Last week we talked about the cap table and I showed an example of one in a format I like. So if you are one of the founders and you own 19.6% of the business after three rounds of venture financing and you sell the company, is it possible that you would get less than 19.6% of the proceeds on the sale? The answer is yes. Not enough founders realize this.

The reason you can sell your company and not get your fully diluted ownership percentage of the proceeds is that preferred stock holders get to choose between getting their cost back or taking their fully diluted ownership percentage of the proceeds. If any of your preferred investors choose the former, and the sale price is low enough, you will not get your full percentage of the proceeds.

The way to model this out is called a liquidation analysis. I'm on vacation right now so I haven't built the liquidation analysis (which will be a second tab in the google spreadsheet). I will do that between now and next week and we will finish this topic next monday with a demonstration of how to build a liquidation analysis.

# Liquidation Analysis (Continued)

Last week I pointed out that when your company is sold at price points around or below prices where you have financed your company then your proceeds in a sale transaction will not equal your fully diluted ownership percentage times the sale price. You will get less because some or all of the preferred shareholders will choose to take their liquidation preference instead of their percentage of the company.

And in that post last week, I promised to show you all how to model this out.

Before I do that, a couple acknowledgements. Andrew Parker and Christina Cacioppohad a hand in helping me put this liquidation model together (its the second tab in the google spreadsheet). Andrew built the original template when he was at USV and Christina modified it before sharing it with me.

One of the jobs of an analyst or an associate at a venture capital firm is building these models. They are complicated and time consuming. I took a close look at Andrew and Christina's work before creating this model. I built it from scratch (driven off the cap table model I shared a few weeks ago) and it took me a couple hours to do it. It's not a simple thing to build one of these.

I did it from scratch for a few reasons. First, I wanted it to be driven off the sample cap table and be part of that shared spreadsheet. Second, I wanted to do it slightly differently than Andrew and Christina's model. And mostly, I wanted to prove to myself that I can still do this work. I passed that final test by the way.

Ok, so with all of that out of the way, here's how you model out a liquidation scenario. First lay out the capitalization of the company. List each class of stock, how many shares there are, what the cost of that class was, what the liquidation preference of that class is, and how much of the company each class owns. You can see that work at the top of the liquidation analysis in the section called "shareholdings".

As part of that work, you need to figure out what the terms of the various classes of preferred are. You need to know if they are straight preferred or participating preferred. And you need to know if there are any dividends paid in liquidation. And you need to know if any of the classes have a liquidation mutiple (1.5x, 2x, etc). If any of those things are present, put them into the shareholdings section as well.

For the sake of this model, I assumed that all three classes of preferred (Srs A, Srs B, and Srs C) are straight preferred with no multiple or dividends. That makes all of this much simpler. I also assumed the Srs C is senior to the Series B which is senior to the Series A.

If you don't know what any of this stuff means, then I would suggest you head over to Brad Feld's awesome term sheet series and read the section on liquidation preference.

Ok, back to the model (again, its the second tab). The next thing you do is lay out across multiple columns a range of exit values (sale prices). I chose $5mm to $55mm in $5mm increments.

Then in the rows under those sale price headings, you lay out the liquidation waterfall. Start with the most senior class of stock (in this case Srs C), and figure out how much of the liquidation preference would be paid out in the specific sale price. Then figure out how much is left for the rest of the shareholder base after that class is liquidated. And then figure out how many fully diluted shares are outstanding after that class is liquidated and taken out of the cap table. And finally figure out what the value of that residual is per remaining share.

That residual value per fully diluted share number is imporant. If that number is higher than the cost per share of the next class, the next class will convert to common in a sale and will not take its liquidation preference. If that number is lower than the cost per share of the next class, the next class in the waterfall will choose to take its liquidation preference as well.

You do this work class by class until you get to the common and option holders. They do not have a liquidation preference so they simply share the remaining residual (if there is any) on the basis of how many shares they own divided by how many fully diluted shares are left in the cap table after the liquidation of various classes of preferred.

Once you have worked through the waterfall by class, you then sum up the proceeds by class of stock. There are a couple reasons you want to do this. First, you want to show how much each class is getting in each sale price scenario. But this also serves as a great check on your work. If the total proceeds of all the classes equals the sale price, your formulas are working right (that doesn't mean the model is right but it is one good check).

Finally, you should add up the proceeds for each shareholder (or major shareholder). Each major shareholder will want to see how much they are getting in the various sale price scenarios. And this is again a great check on your work.

A few final comments. First, I assumed that all of the options that are listed as "unissued" in the model cap table eventually get issued before the sale happens but that no additional options are added to the cap table. That is an unlikely scenario. Usually there are unissued options in the cap table at the time of sale and you need to take them out of the cap table before doing the liquidation analysis.

And the choice of $55mm for the final sale price was not accidental. That is the next price increment above the point where all the preferred will choose to convert to common. That scenario has every class taking their fully diluted ownership percentage of the sale price. From that point on, there is no need for a liquidation model. That is why I ended there.

Again, this is complex stuff. There are likely to be a ton of questions in the comments. And it is entirely possible that there are bugs in this model. If you find them, please point them out and I will fix them.

But as complicated as this is, it can get even more complicated. Things like participating preferred shares and dividends and multiples make this even worse. A good reason to avoid all of that when you set up your cap table!

# Revenue Based Financing

Back when we were doing our MBA Monday series on Financing Options For Startups, I got an email from my friend Andy Sack. Andy was one of the first entrepreneurs we funded by in the mid 90s with our Flatiron Fund. He's done something like a half dozen startups since then and he's a veteran in the very best sense of the word.

Andy said "You missed an important option Fred – revenue based financing. I've got a new firm called Lighter Capital that does just that". I said, "Can you write a blog post for MBA Mondays explaining how it works?" So today, we have a guest post/advertorial on Revenue Based Financing from Andy/Lighter Capital. I hope you like it.

———

Fred's series on alternative financing options has been awesome to follow, especially because it broadens the discussion of how companies can fund business growth when they can't (or don't want to) raise venture capital or bank debt. Fred's original list missed one option – revenue-based finance – that's near to my heart and I've been encouraging entrepreneurs and angels to consider, and Fred graciously let me offer my insights here.

Disclaimer: I am founder of Lighter Capital and have a self interest in educating and promoting the use of this new type of financing called revenue-based finance. I'm also a serial technology entrepreneur and believe this type of financing has real advantages to traditional debt and traditional real advantages over equity for the entrepreneur.

A revenue-based finance (RBF) investment provides capital to a business by "selling" an ongoing percentage of a company's future revenues to the investor. For simplicity, you can think of it as a revenue share type of arrangement. Investor gives capital to company in exchange for a small percentage of gross revenues. RBF lives as a hybrid of bank debt and venture capital. This kind of financing has been around for a while in non-tech industries such as mining, film production and drug development, but it's recently been gaining traction in the world of growth finance and early-stage technology funding.

I want to explain how an RBF structure is different than traditional funding sources, detail what situations could be better suited for an RBF structure (for entrepreneur and investors alike), and offer a word of warning about the businesses that aren't a good fit for the structure.

First, let me explain how a revenue-based loan works:

Instead of a typical bank loan which requires a business to pay a fixed interest payment, a revenue-based loan receives a percentage of revenues over a specified amount of time, allowing "interest" payments to fluctuate when a growing company has inconsistent cash-flows or lumpy or seasonal revenues. In a world where business costs such as software and infrastructure are increasingly becoming "as-a-service" and adjust with the ebbs and flows of a business needs, RBF payments automatically ramp up and down along with a business. It's the inherent variability of RBF that makes the structure so appealing so appealing. Imagine if your business loan payment reduced to zero if your business revenue dropped to zero for an unanticipated quarter, and then automatically kicked backed on when your revenue returned. Another way of saying this is RBF turns loan repayment from a fixed expense to a variable expense.

So, when does it make sense to raise revenue-based funding? Revenue-based loans are, by nature, most appropriate for companies already generating revenues but without hard assets typically required to get bank loans. It's especially applicable for companies that have lumpy, seasonal, or hard to predict revenues.

For entrepreneurs, revenue-based loans are attractive to founders who are allergic to dilution and loss of control. The structure of RBF is often non-dilutive to founders and does not require a board seat. The financing is obtained without having to agree to a valuation, which leaves management in control of the company and typically requires no personal guarantees from management. RBF means you can grow without swinging for the fences

For investors, funding using an RBF structure provides an opportunity to get a return on their investment without needing an exit. While this is clearly an advantage for investors, it also means company founders shouldn't get as much pressure from investors to "swing for the fences" and the projected return due to the investor can be lower as the entrepreneur repays the investor more quickly.

As Fred has mentioned before, big exits are rare for startups. Some ideas have the potential to be home runs, but others are better suited to operate as smaller, standalone businesses. For the companies in the latter category, raising money from VCs who expect the big exits can misalign goals. A revenue-based loan has the potential to better align incentives for investors and founders in these cases. With that said, if you're a pre-revenue, startup still figuring out your business model or considering some kind of "go big or go home" strategy, there can be realadvantages to working with the equity-based venture capital or angel investors. Similarly, certain businesses, especially brick-and-mortar and manufacturing-focused businesses may not have the margin profiles to pay monthly payments of 2-5% of revenues.

An RBF structure isn't limited to specific funds – angels, VCs or banks could theoretically provide capital in this manner, but the risk/return profile of RBF doesn't always fit the investor's needs. Similarly, RBF may not be the best funding option for all businesses. In the right circumstances, the hybrid approach of revenue-based finance for startup funding can have advantages over traditional debt or equity, but there are admittedly situations where the more traditional options still make sense – such as restaurants or infrastructure-heavy startups.

If you're considering raising money from angel investors, I'd suggest discussing this in the event that it may align your incentives better or at least help avoid some of the painful valuation negotiations. There are a few funds –Lighter Capital and Next Step in Texas, among others focused on this type of structure and I'd suggest taking a look at those options as well. There are clearly different scenarios where any number of Fred's financing alternatives could prove more appropriate for your business, but the revenue-based loan structure can be a great option for profitable companies looking for a straightforward way to raise funding without dilution, change of control, or a personal guarantee.

# VP Finance vs CFO

Today on MBA Mondays we are going to talk about the financial leader in an organization. Sometimes this person is called the VP Finance and sometimes they are called the CFO. What is the difference? When will a VP Finance do? And when do you need a CFO?

Like all titles, they can get mangled. A person might be promoted from VP Finance to CFO without exhibiting the characteristics I am going to ascribe to a CFO. That happens all the time. But if you really need a CFO and you have a VP Finance, you will know the difference.

A VP Finance is what you need when you want a leader who will keep the wheels on the bus, who will make sure there are financial controls in place, who will make sure the books, records, and reports are accurate and timely and well presented, and who will make sure you have the right amount of accountants and clerical staff on hand to manage the work of the finance organization. A VP Finance is largely about "what happened" and a little about "what is happening right now?"

A CFO is what you need when you have all that I described above but you also need a forward looking financial mind at your side, when you need deep strategic thinking in the financial function, when you need to do big transactions (both M&A and financings), and when you need someone to manage your relationship with investors (particularly public investors). A CFO is largely about "what is going to happen and how do we get there?"

I generally encourage companies to wait as long as possible to bring on a CFO. Great CFOs are few and far between. And in order to recruit one of them, you will need an interesting business and a meaty role. VP Finance talent is in larger supply and they can take you very far. Get a VP Finance onboard as soon as you can afford one. They will let you sleep at night. Get a CFO on board when you are ready to take on the world. You can't do that without a strong one at your side.

# VP Engineering Vs CTO

Last week on MBA Mondays I posted about the difference between CFO and VP Finance. In the comments to that post, I was asked about VP Eng vs CTO and I figured that had the makings of a good post too. So here we go.

Like VP Finance & CFO, the differences in the two positions are not just about seniority. In fact, in the case of CTO and VP Eng, seniority is often a non-factor. They are often peers. A VP Eng can report to a CTO. And a CTO can report to a VP Eng (although this last one is less frequent).

A VP Engineering is ideally a great manager and a great team builder. He or she will be an excellent recruiter, a great communicator, and a great issue resolver. The VP Eng's job is to make everyone in the engineering organization successful and he or she needs to fix the issues that are getting in the way of success.

A CTO is ideally the strongest technologist in the organization. He or she will be an architect, a thinker, a researcher, a tester and a tinkerer. The CTO is often the technical co-founder if there is one (and you know I think there must be one).

When a company has a strong CTO and a strong VP Engineering that trust, respect, and like each other, you have a winning formula. The CTO makes sure the technical approach is correct and the VP Engineering makes sure the team is correct. They are yin and yang.

Startup companies in their earliest stages will have neither position. The ideal web/mobile startup will have a CEO/founder who will also wear the VP Product hat. It will have a technical co-founder who will wear both the CTO and VP Eng hats. And it will have a few more engineers. And maybe a community manager.

But as the startup grows and the engineering team needs a layer of management, these two roles come into play. If the technical co-founder is a great manager/leader, they will naturally migrate into the VP Engineering role and eventually seek to hire a CTO or promote a CTO from within. But it is more common for the technical co-founder to migrate into the CTO position and seek to hire a VP Engineering to run the engineering team on a day to day basis. Either model works. It just depends on the skills and personality of the team that is in place.

It is very rare to find a person who can do both the VP Eng and CTO jobs at the same time. They require very different skills and very different time allocations. I've seen it work a few times, but it is the exception that proves the rule in my mind.

# A New MBA Mondays Series: Business Arcanery

I'm going to do a series on Business Arcanery. I don't even know if arcanery is a word, but I like it so we are going to use it as a name for this series. It is about arcane words that are used in business but regular people have no idea what they mean. We are going to decode the code words business people use.

I have a few words/phrases lined up like:

warrant coverage

restructuring

a collar trade

cultural fit

Please add others that you would classify as business arcanery in the comments. This should be a fun series and I am going to need your help with ideas.

# Business Arcanery: Going Concern

We got so many ideas for this Business Arcanery series on MBA Mondays that I'm not going to do it as a series. I am going to do one of these every month. There is enough business arcanery out there that I could do a years worth of weekly posts without running out of material.

We'll start with the term "going concern." What the hell is a going concern?

From InvestorWords.com, "going concern" is:

_The idea that a_ company _will continue to_ operate _indefinitely, and will not_ go out of business _and_ liquidate _its_ assets _. For this to happen, the company must be able to generate and/or_ raise _enough_ resources _to stay operational._

Going Concern is an accounting term that makes its way into business jargon because it captures an important concept – "will the business be around for the long term?" A going concern is a business that has the cash and other resources to sustain itself. It can also be a business that has very little cash and assets but has strong and repeatable cash flow.

Accountants are required to assess whether a business is a going concern as part of issuing an opinion in an audit of a company's financial statements. I believe (but may be mistaken about this) that the business must have enough cash on hand to sustain lossses for at least the next twelve months to be considered a "going concern."

Many of our portfolio companies are not going concerns. Most startups are not going concerns. That explains the bags under most entrepreneurs' eyes. Startups are often operating at the edge, with the hope that customers or investors (or both) will come through and keep them operating.

There is no shame in failing to obtain a going concern opinion, at least in my eyes. We work with such companies all the time. I suspect every great company wasn't one before they became one.

But it is important to understand this concept. And when you are doing business with a company, it is helpful to understand whether they are a going concern or not. If they are not, make sure to get paid quickly because they might not be around much longer. And if your company is not a going concern, you should expect vendors to be more antsy about getting paid because they are doing the same calculus that you are.

The purpose of this series on Business Arcanery is to decode business code words. Going Concern decodes into "are you going to be in business long enough to pay me?"

# Sustainability

When I was in business school 25 years ago, I don't recall the term sustainability used. Maybe it was, but it certainly didn't register in my brain. The mantras that I recall were return on investment, shareholder value, revenue growth, and driving efficiencies in the business.

But as I look at many of the challenges facing businesses today, it seems to me that the focus on performance and efficiency often comes at the cost of sustainability. This talk by Clay Christensen really drives that point home. The recent history of the steel industry in the US is a case study in managers doing everything they were taught in business school and in the end they bankrupt the business.

Going back to business school, they teach you the value of a business is equal to the present value of future cash flows. If the company is likely to stay in business forever, then the value is most likely way higher than a business that is going to be out of business in a decade. The present value of a hundred years of cash flow is likely to be larger than the present value of ten years of cash flow.

And sustainability is all about figuring out how to be in business forever. It is about business models that are win/win and lead to happy long term customer and supplier relationships. It is about avoiding the temptation to overeach. It is about avoiding the temptation to mazimize near term profits at the expense of long term health. It is about adapting the business to changing market dynamics. It is about building a team and a culture that can survive the loss of the leader and keep going. And it is about many more things like this.

I am tempted to develop a course on this topic. I think we need a lot more of this type of thinking in business. It seems in such short supply these days.

# Burn Rate

MBA Mondays is back after a week off. Today we are going to talk about burn rate, or cash burn rate to be more specific.

Your burn rate is the speed at which your cash balance is going down. If you had $1mm in cash on January 1st, and now it is October 1st and you have $250,000 left, your burn rate is $750,000/9, or $83,333/month. Just to be perfectly clear the $750,000 in this calculation is the amount of cash that has gone out the door ($1mm minus $250,000 is $750,000). And the 9 is the number of months that have transpired (January through September is nine months).

So it is October 1st and you have $250,000 left and your burn rate is $83,333/month. So how many months of cash do you have left? Well now that you know your burn rate, that's easy. Take the amount of cash you have left ($250,000) and divide by your burn rate ($83,333/month) and you get three months. At year end, you will be out of money.

That's the whole point of knowing what your burn rate. If you had unlimited funds, burn rate would be an irrelevant number. But I've never seen a company wtih unlimited cash. So entrepreneurs, CEOs, and certainly CFOs should always know how much cash they have and if they are burning cash, they should know the rate at which their cash balance is going down. And of course, they should know the date on which they will have no cash left.

If your company is highly profitable and spitting cash (like Apple), then this whole issue is not as important. But companies can go from profits to losses pretty quickly, because of a bad economy or a product cycle transition or some other bad fortune. And when that happens, burn rate can become important very quickly. So having a sense of cash balance and expense structure is always a good idea.

The calculation of burn rate above is what I call the "back of the envelope method". You can do that in a board meeting, a pitch meeting, or in a car driving down the highway (which I did last tuesday) as long as you have two dates in time and cash balances on both dates (assuming there has not been a financing in between).

But there is a more sophisticated way to calculate burn rate. You look at your monthly expenses on your income statement. Add all of them up. And then look at any outlays of cash for capital expenditures or other regular uses of cash on the balance sheetand cash flow statement. Add all of these monthly cash outlays together. This is "gross burn rate". Then you look at revenues, or even better cash reciepts from revenues. Include all incoming cash you are certain you can count on every month. Subtract this from gross burn and you get "net burn rate". This should be the amount of cash that your business is burning in any given month.

Whenever I get a version of this more sophisticated calculation of burn rate, I always do a sanity check by comparing to the "back of the envelope" method just to be sure they are in the same ballpark. If a CFO reports to the board that the Companny has a net burn rate of $100,000/month, but the cash balance has gone down by $1mm in the past five months, it's a signal that something's not right. And then you have to dig deeper.

When you do these "deeper dives" you often run into "one time expenses". "Well, we had to lay out a huge security deposit in February that was a big hit to cash" or "our legal fees on the big contract with IBM were a big hit to cash in June". But my view is if a company has big "one time expenses" every month or two, they really aren't one time expenses. The burn rate calculation needs an accrual for these sorts of things in it.

Burn rates can change pretty quickly. If revenues are ramping faster than expenses consistently month after month, the burn rate will go down. And for good reason – the company is getting closer to making money, which is what all this stuff is about at the end of the day. Burn rates can also go in the other direction if expenses are ramping faster than revenues or if there are no revenues. Burn rate calculations need to take into account the fact that burn rates aren't constant. If your burn rate is going up, from $83,333 per month to $100,000 per month, then the $250,000 you have left will not last three more months. It might only last 2 1/2 months. Assuming a constant burn rate can be very dangerous. Always know if your burn rate is going up or down and include that fact in your analysis.

Most startups burn money for a time. Some for only a very short time. But many for a longer period of time. During that period of cash consumption, it is critcal to keep a close eye on cash balance and burn rate and cash out date. It will tell you when you need to raise money again (at least six months before you run out of cash please!). And it will tell you how much you are investing on a monthly basis on your company. These are important numbers to know, to internalize, and to operate with.

# Burn Rates: How Much?

In the comments to last week's Burn Rate post, I was asked to share some burn rates from our portfolio. I can't do that. But an alternative suggestion was to write a post suggesting some reasonable burn rates at different stages. I can do that and so that's the topic of today's post.

The following applies to software based businesses, and most particularly web and mobile software businesses. It does not apply to hardware, life sciences, and energy startups. It is also focused on startups in the US. It costs less to employ teams in many other parts of the world.

Building Product Stage – I would strongly recommend keeping the monthly burn below $50k per month at this stage. Most MVPs can be built by a team of three or four engineers, a product manager, and a designer. That's about $50k/month when you add in rent and other costs. I've seen teams take that number a bit higher, like to $75k/month. But once you get into that range, you are starting to burn cash faster than you should in this stage.

Building Usage Stage – I would recommend keeping the monthly burn below $100k per month at this stage. This is the stage after release, when you are focused in iterating the product, scaling the system for more users, and marketing the product to new users. This can be done by the same team that built the product with a few more engineers, a community manager, and maybe a few more dollars for this and that.

Building The Business Stage – This is when you've determined that your product market fit has been obtained and you now want to build a business around the product or service. You start to hire a management team, a revenue focused team, and some finance people. This is the time when you are investing in the team that will help you bring in revenues and eventually profits. I would recommend keeping the burn below $250k per month at this stage.

A good rule of thumb is multiply the number of people on the team by $10k to get the monthly burn. That is not the number you pay an employee. That is the "fully burdended" cost of a person including rent and other related costs. So if you use that mutiplier, my suggested team sizes are 5, 10, and 25 respectively for the three development stages listed above.

Once you get the business profitable, you can scale the team larger and larger to meet the needs of the business. I don't think of that kind of expense as "burn rate", I think of it as "scaling the team." I believe you want to use a bottoms up budgeting process to determine your headcount needs at this stage of the business.

One final caveat – there are outliers. Twitter had a higher burn rate than I am recommending during the second stage due to the massive scaling costs they encountered. And Facebook had a higher burn rate during the building the business stage due to the size of the revenue team that they assembled and other needs of the business. There are some business opportunities that are large enough that they can justify (and fund) larger burn rates. The mistake we all make is assuming that many of our companies are outliers. There are very few companies that can justify a million dollar/month burn rate or larger. There are many more that thought they could and are no longer around.

# How Much To Burn While Building Product

In last week's MBA Mondays, I wrote about burn rates at three stages of a startup. The first stage is what I called "Building Product Stage" and I suggested that a burn rate of $50k/month was appropriate for that stage.

I got a fair bit of pushback in the comments for that part of the post. My favorite push back came from The Kid, who said:

_50k a month?!?!??! maybe it is such in venture world, but if you're a broke ass fool bootstrapping his/her way, try 5k per founder a month until you have paying customers. if you're hardcore (translation: desperate broke ass fool), cut that number in half — it's definitely possible._

The Kid and everyone else who pushed back on that number in the comments are right. You can build a product for less than $50k/month, particularly if you and your co-founders are deeply technical and if you have at least one founder who has great product and design skills.

I was chatting with Naveen, cofounder of Foursquare, the other night. He told me that the month he and Dennis finally raised money for Foursquare from USV and others was the month his savings had run out. Basically he and Dennis worked for nine months without any pay and built V1 of Foursquare all by themselves for basically no money other than their time which they were not charging the company for.

We see this a lot actually. Many (most??) of our early stage investments are in companies that have bootstrapped in this way. So I feel a bit badly about throwing that $50k/month number out there. But there are companies that are fortunate enough to raise money at the seed stage and use it to build product. And for those, I see $50k/month as a good upper limit.

So I stand by the $50k number, but with a big caveat. If you can do it for less, by all means do that. Bootstrapping is a great thing and leads to great products and great companies.

# Scaling The Management Team

My friend Bijan wrote a great post last week about the challenges a startup faces in scaling its team and building a management layer. His post inspired me to start a new series here on MBA Mondays about scaling a management team. Here's what I have in mind:

First, I will post about what I've seen work in the three phases of a startup that I used in my burn rate posts; Building Product Stage, Building Usage Stage, and Building The Business Stage. Those will be my posts for the next three weeks.

Then I will invite a few founders & CEOs to do guest posts on this topic. I have a few members of this community in mind as well as a few founder/CEOs that I have worked with over the years. I expect there will be four to five guest posts on this topic.

I have not done a lot of guest posts on MBA Mondays to date. But I am not a manager and don't consider myself an expert on this topic. So we'll get some experts in here to make sure we get this right. It's a very important topic

# The Management Team – While Building Product

The first stage of a startup, what I call the Building Product stage is management light. The team should be small. We have portfolio companies like del.icio.us and duck duck go where the Building Product stage was accomplished by one person, the founder of course. That is not typical.

What is typical is a team of five or less. The founder/CEO is usually the product manager. There is often a technical co-founder who leads the development team. And there are often several developers (two or three). There can be a designer unless the founder is capable of doing the design. That is about it.

There are quite a few of our portfolio companies that had a two person founding team. Both members of the team built the product. Zach Sims and Ryan Bubinski of Codecademy are a good example. As are Daniel Ha and Jason Yan of Disqus. Both of these teams came out of Y Combinator. But two person teams are not limited to Y Combinator. Dennis and Naveen built Foursquare as a two person team. Greg Yardley and Jesse Rohland built Pinch which is now part of Flurry as a two person team. Billy and Yang built and launched Turntable.fm as a two person team. David Karp and Marco Arment built, launched, and ran Tumblr for well over a year as a two person team. I am sure there are other examples in our portfolio of two person founding teams.

Three person teams are also common. Etsy was built by Chris, Haim, and Rob. That is in many ways the classic founding team. Rob was CEO and product lead including all design. Chris and Haim were the dev team. They built and launched Etsy in about three months if I rememeber correctly.

Hopefully you get the point. Building product is not about having a large team to manage. It is about having a small team with the right people on it. You need product, design, and software engineering skills on the team. And you need to be focused, committed, and driven. Management at this point is all about small team dynamics; everyone on board, working together, and getting stuff done. Strong individual contributors are key in this stage. Management skills are not a requirement. In fact they may even be a hindrance.

Next week we will talk about the Building Usage stage where team building and management skills start becoming necessary.

# The Management Team – While Building Usage

So you've built and launched your product. It is well received. You've acheived "product market fit" and it is time to get more users or customers. You've graduated from the "building product" stage and have entered the "building usage" phase. What does this mean for your team?

Well first and foremost, it means you are going to have start building your team. You will need more engineers because you will have to scale the product/service and you will need to continue to build it out, make it available on more devices, and listen to and adapt to the needs of the market. You will need to make sure your product team grows in lockstep with your engineering team and the demands of your users. You will need more customer support/community team members because more users means more users you must engage with and support. You will need to think about a marketing person because acquiring more users is called marketing. You will need to think about business development because you will want to talk with other companies for distribution and for product/service integration. And you may need to hire a sales team if your product has an enterprise/SAAS focus. Finally, you might think about staffing business operations/HR/finance/legal which is probably consuming a fair bit of your time.

The one/two/three/four/or five person team that got your product to market and achieved product market fit is going to grow to at least double that and you may find yourself with upwards of twenty people by the time you are moving out of the "building usage" phase.

Your first management issue is likely to be in engineering because that is where most companies of this stage have the vast majority of their headcount. Your technical co-founder or lead engineer will find themselves managing more than coding. Managing engineering means quite a few things. It means recruiting more engineers. This is a huge time sink but it has to be done. It means retaining engineers. And it occasionally means terminating engineers. But more than building and managing headcount, managing engineers mean making sure the right people are working on the right things, it means making sure the teams are performing well, it means resolving roadblocks. It means creating the right environment for your engineers to be successful.

And many technical co-founders and lead engineers aren't the kind of people who enjoy managing. They would rather be building the product than building the team. You have a few options at this point. You can help your lead engineer become a good manager. I strongly suggest that because everyone can and should become better at managing people. Even if your lead engineer doesn't become your VP Engineering in the long run, this will have been a good investment. But you should also be actively discussing the long term management roadmap in engineering with your lead engineer and if it makes sense, you may have to bring in a VP Engineering who is a great manager and move your technical co-founder or lead engineer into a more technical role. That is often the CTO role.

The other management challenge at this stage is likely to be your own. If you go back to that second paragraph, you will see that many of the hires that are made in the "building usage" stage are going to report directly to the founder/CEO. The additional product hires may report to you because it is likely that you are running product as well. The community team may report to you. And who is leading that team? The business development person, the marketing person, the admin/finance/HR/legal person, and probably all the sales people are likely reporting to you. Have you ever had ten or twelve reports? It is not fun.

A founder/CEO in a management crisis at this stage of the company is a very common thing. In some ways it is unavoidable. None of the teams, other than possibly engineering, is large enough to have its own manager. And so the founder/CEO is mangaing the rest of the business. The best thing you can do in this situation is find other members of the team who have management talent or inclination and invest in their ability to help you manage the team. These is your bench so invest in it and let it help you. During this phase you will find your leaders for the next phase. Just because you have a flat structure and a lean organization doesn't mean you can't be investing in management.

Investing in management means building communication systems, business processes, feedback, and routines that let you scale the business and team as efficiently as possible. I strongly suggest that founder/CEOs at the "building usage" stage start working with coaches. CEO coaches can help you build your own management skills and can help you think about how to build management skills and processes on your team as well. If you have talented managers on your team that you want to invest in, offer them coaches as well.

The "building product" stage is all about individual contributors. And the "building usage" stage continues to be largely about individual contributors. But management starts to creep into the equation at this point. Strong individual contributors are often not natural managers. Some can make the transition. Some can't. And some may not even want to try. This is a very difficult and painful process and a huge management challenge for the founder/CEO.

Next week we will talk about the "building the company" phase when management starts taking a front seat to everything else.

# The Management Team – While Building The Business

This is the third and final post on the subject of the management team. The final phase of company development I am going to cover is "building the business." Building the business largely means building the management team. They are one and the same.

Many founders are naturally talented at building product and building the user base. But building the company comes harder to them. I once discussed this with Roelof Botha and he made a fantastic suggestion. Founders should think of the business as yet another product they are building. It is the ultimate product they are building because from the company can come any number of additional products and any number of additional initiatives. The company, if built correctly, will be more important than any single product it can create. Think about Steve Jobs and all the amazing products he created. But Apple is the most important thing he created. So building the business requires a deep commitment from the founder. At the appropriate point, they must turn their attention to it and make it their top priority.

Let's quickly review the three stages so founders will know when they must turn their attention to building the company. The first stage is building the product. That is before product/market fit has been obtained. The second stage is building the user base. That is the period where you, either through organic growth or sales and marketing, build the user base to a level where you are certain you can build a long term sustainable business. Once you've built the user base to the point you know you can build a business, you enter the building the company stage.

As I said before building a company means building a management team. You start with a senior management team. You will need leaders for every part of the business. You will need a leader for your engineering team, you will need a leader for your product team, you will need a leader for your customer support/community team. You will need leaders for finance, marketing, sales, and business development. And to help you build and manage all of these people, you will need a experienced and talent HR leader.

Many founder/CEOs don't look for a partner to help them build the company. I think that is a mistake. The HR leader can be this person. But you need to recruit someone senior and experienced enough and make them an integral part of the senior team if you really want a partner to help build the company. I have also seen founder/CEOs recruit a strong number two, a President or COO, to help them with the company building piece. That can work too if the President or COO is a strong manager and team builder.

Companies are not people. But they are comprised of people. And the people side of the business is harder and way more complicated than building a product is. You have to start with culture, values, and a committment to creating a fantastic workplace. You can't fake these things. They have to come from the top. They are not bullshit. They are everything. There will be things that happen in the course of building a business that will challenge the belief in the leadership and the future of the company. If everyone is a mercenary and there is no shared culture and values, the team will blow apart. But if there is a meaningful culture that the entire team buys into, the team will stick together, double down, and get through those challenging situations.

Building a company is the most interesting work I know of. It is what every entrepreneur should set out to do. A company is a self sustaining entity that expresses the hopes, dreams, vision, values, and culture of the founder and leaders. It is an amazing thing and I have been blessed to watch a number of incredible companies be created.

Some startups won't reach this stage. That is the way it is. But for those that do reach this stage, I challenge all of you to step up to the work of company building with a passion and commitment for it. It will not be easy. It will be among the hardest things you will do. But the rewards are so great. Atoms and bits can be assembled to create fantastic things. But it is the things you build with people that are the most fulfilling of all.

# The Management Team – Guest Post From Matt Blumberg

Now that I've completed three posts on The Management Team over the last three MBA Mondays, it's time for four or five guest posts on this topic. The first one is from Matt Blumberg, CEO of our portfolio company Return Path. I've been on Matt's board for over a decade and I've watched him develop into one of the finest managers I've had the pleasure to work with. Here are Matt's thoughts on this topic.

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When Return Path reached 100 employees a few years back, I had a dinner with my Board one night at which they basically told me, "Management teams never scale intact as you grow the business. Someone always breaks." I'm sure they were right based on their own experience; I, of course, took this as a challenge. And ever since then, my senior management team and I have become obsessed with scaling ourselves as managers. So far, so good. We are over 300 employees now and rapidly headed to 400 in the coming year, and the core senior management team is still in place and doing well. Below are five reasons why that's the case.

1. We appreciate the criticality of excellent management and recognize that it is a completely different skill set from everything else we have learned in our careers. This is like Step 1 in a typical "12-step program." First, admit you have a problem. If you put together (a) management is important, (b) management is a different skill set, and (c) you might not be great at it, with the standard (d) you are an overachiever who likes to excel in everything, then you are setting the stage for yourself to learn and work hard at improving at management as a practice, which is the next item on the list.

2. We consistently work at improving our management skills. We have a strong culture of 360 feedback, development plans, coaching, and post mortems on major incidents, both as individuals and as a senior team. Most of us have engaged on and off over the years with an executive coach, for the most part Marc Maltz from Triad Consulting. In fact, the team holds each other accountable for individual performance against our development plans at our quarterly offsites. But learning on the inside is only part of the process.

3. We learn from the successes and failures of others whenever possible. My team regularly engages as individuals in rigorous external benchmarking to understand how peers at other companies – preferably ones either like us or larger – operate. We methodically pick benchmarking candidates. We ask for their time and get on their calendars. We share knowledge and best practices back with them. We pay this forward to smaller companies when they ask us for help. And we incorporate the relevant learnings back into our own day to day work.

4. We build the strongest possible second-level management bench we can to make sure we have a broad base of leadership and management in the company that complements our own skills. A while back I wrote about the Peter Principle, Applied to Management that it's quite easy to accumulate mediocre managers over the years because you feel like you have to promote your top performers into roles that are viewed as higher profile, are probably higher comp – and for which they may be completely unprepared and unsuited. Angela Baldonero, my SVP People, and I have done a lot here to ensure that we are preparing people for management and leadership roles, and pushing them as much as we push ourselves. We have developed and executed comprehensive Management Training and Leadership Development programs in conjunction with Mark Frein at Refinery Leadership Partners. Make no mistake about it – this is a huge investment of time and money. But it's well worth it. Training someone who knows your business well and knows his job well how to be a great manager is worth 100x the expense of the training relative to having an employee blow up and needing to replace them from the outside.

5. We are hawkish about hiring in from the outside. Sometimes you have to bolster your team, or your second-level team. Expanding companies require more executives and managers, even if everyone on the team is scaling well. But there are significant perils with hiring in from the outside, which I've written about twice with the same metaphor (sometimes I forget what I have posted in the past) – Like an Organ Transplant and Rejected by the Body. You get the idea. Your culture is important. Your people are important. New managers at any level instantly become stewards of both. If they are failing as managers, then they need to leave. Now.

I'm sure there are other things we do to scale ourselves as a management team – and more than that, I'm sure there are many things we could and should be doing but aren't. But so far, these things have been the mainstays of happily (they would agree) proving our Board wrong and remaining intact as a team as the business grows.

# The Management Team – Guest Post From JLM

Next up on our guest posts on the subject of The Management Team is AVC community regular JLM. For those that don't know, JLM runs a public company and before that built and sold a large real estate operation. He's also written one of the best guest posts ever on AVC. With that intro, here's what JLM has to say on the topic. I love the way he ends the post.

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Congratulations, you have built a prototype. Got it to work. Debugged it. Even sold a few copies. Have some real customers. Now you are ready to scale up and make some real money.

You have crossed that Rubicon from having an idea to having a product and customers. Now you have to build an organization, a real company, to manage the entire process. Or your fledging little company has to evolve from crawl to walk to run.

You may look yourself in the mirror and say — "Well, I know a lot about my product, even its market and competitors but what the heck do I really know about building a company?" Can I do this?

The simple and truthful answer is "Yes, you can!" If you don't think so, here are some tips to take you from the garage to the executive suite.

Bad news — your generation did not invent sex. It does not have to invent the crafting of companies either. Someone else has also done this before.

Create a clever and insightful graphical representation of the business model which will become your company.

  1. Identify who the customers are and why they will pay money for your product. This is the revenue side of the model.

  2. Identify the elements which must be incorporated into your product to create it. This is the expense side of the model.

  3. Identify all the management functions which are necessary to transform the ingredients into the product and to educate the customers and to make the sale and to manage the money.

  4. Identify the competitive forces that are lurking in the darkness wanting to destroy you — the ones that are real and the imaginary ones.

Make a drawing of all of this on a single very large piece of paper and then marvel at what you have done. Do it about ten times until you have perfected it. It keeps getting better each time.

This is the company you will have to create. The one that can operate this business model. The one which can deliver your product to the marketplace and make a buck in the process.

Make an organization chart which shows each of the functions that are necessary to operate the business model.

  1. Make it a functional chart and don't worry that it turns out very close to what every company ever created looks like. That is good. Remember, you did not invent sex.

  2. Identify the functions which are "essential" and those which are "nice to have".

  3. Now identify what you can afford and what you can stretch to afford and those which are simply out of reach for the time being.

You have now identified your immediate, short term and long term organizational imperatives.

Take the business model and the organization chart and color code it to identify your own personal strengths and weaknesses. If you have a co-founder, put his up there also. Now you have identified those elements of leadership and management that you can provide and those you will have to hire from the outside. Be tough on yourselves; don't undertake a task you hate just for the ego enrichment of it all.

Be prepared to hire people who are fabulous in their fields. Hire a Chief Financial Officer you cannot possibly afford and tell him he is the "financial conscience of the company". Meet with him weekly and never miss a meeting.

Now take the business model and the color coded organization chart and create a schedule of how you will build the organization. Which functions will be added first and why? The business model will tell you what and the color coded organization chart will tell you who and the schedule will tell you when.

That is really all there is to it but you will want to consider the following considerations:

  1. It will not be perfect out of the chute. You will do some stuff that does not work. Just re-engage and do it over. It's going to be OK. Really punish yourself — just kidding. Learn to laugh at yourself.

  2. Understand that everything in life is iterative. You do something. Get better at it. Get better at it some more and one day you laugh to remember how naïve you were when you started. Ever learn to ski or snowboard?

  3. Do the formulaic and fundamental stuff and get it done but only do what you really believe.

Vision, Mission & Values

  1. Vision — big dreams and little dreams all cost the same, so go with the big ones so that if you only accomplish fifty percent, it will still make your Momma proud.

  2. Mission — simple, direct and jettison every extra word. The mission of the Infantry — "Find 'em. Fix 'em. Kill 'em."

  3. Values — sweat this one because you will have to live this one. If you are going to take risks and run with the bulls, this is where you let everyone know. Don't be afraid to say that "frugal" is a value. I like frugal.

Every new employee hears the values part of the company from you and only you. Wear a suit and a crisp white shirt and a tie and tie shoes. Do it in the first five minutes of their employment. They will never forget that. Don't discuss them, tell them. Difference between a tattoo and magic marker.

  1. Job descriptions — don't hold out for a Pulitzer but put some thought into it.

  2. Copy the absolute best exemplars you can find out there. They are out there. Be a copy cat. Read Drucker.

  3. Make all your decisions about equity upfront and don't be afraid to say that you have to "earn" it. Understand that equity is an element of compensation and sometimes it is not even in the top three.

A good comp plan includes: ****

  1. **** Salary;

  2. **** Benefits;

  3. **** Short term incentives (measurable performance based bonus);

  4. **** Long term incentives (equity); and,

  5. **** Something special (work from Colorado two weeks per year).

  1. Develop a philosophy of management. Write it down. Try it out on some folks whose wisdom you admire. Put it to work. Live it.

  2. Get a mentor, a rabbi, a gray haired eminence who is willing to work with you. Golfers get swing coaches but great swing coaches work on the golfer's head as much as his back swing. Get a professional coach.

  3. Do not be surprised that everyone in the company does not share your passion. That is the curse of being an entrepreneur — you see and care about things other people don't even know exist. I would rather be a Captain of a rowboat than the second in command on the QE II.

  4. Do not make changes, conduct experiments. Nobody can resist an experiment. Experiments that work well have a thousand fathers and mothers. It becomes their idea.

  5. Brainstorm at least once a month. Honest to God, uninterrupted brainstorming. There are no bad ideas.

  6. Learn to critique yourself. Learn to talk yourself down off the ledge. Be thoughtful. Take the lowest echelon of the company to lunch once a month. And then talk to them. Listen to them. Make one change they came up with and you will become a legend.

  7. In any organization, you rarely receive power. You take power. You wield power. The most powerful people will things to be done they don't order them to be done. That is real power.

Ooops, I see the hook. So I must go. Good luck. Remember — you can do it.

The Management Team – Guest Post From Phil Sugar

Continuing our MBA Mondays series on The Managemet Team, we are deep into the guest post phase. This guest post comes from AVC regular Phil Sugar. I've never met Phil, but his comments here at AVC tell me that he's a very experienced entrepreneurial manager. And so I reached out to him to ask for a guest post. And he responded with this post below. There are so mant great lines in here, I'm tempted to reblog a bunch of them.

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Best Friends, Buddies, and Co-Workers

Since there is no way I am going to be more insightful than Matt or JLM about management process, I am going to go through three early stages of company growth and describe some of the management challenges I've faced at each. As Fred pointed out in his original post, a company's management evolves. This is purely environmental, it's going to happen and you are much better off knowing what to expect.

At a very early stage: a couple of gals in a garage, nothing gets done unless somebody goes out and does something. No customers are going to call, no partners are going to want to meet, no bankers, lawyers are going to reach out. Everything is outward. Nothing happens unless you do something and frankly anybody calling in to you is probably suspect but that's another post. You know exactly what each person is doing because there are so few of you.

As the company becomes a leader in its market with a hundred or so employees, everything is incoming. Everybody wants a piece of your time, everybody is calling. You have departments with managers that are larger than your original company. Managing is critical because of the leverage; the difference between a dozen well managed people in a department achieving goals and a dozen people going in different directions is huge, people specialize in very distinct areas.

It is a gut wrenching challenge to go from one to another. Once you decide to make the leap from one stage to the next, going back is excruciatingly painful if not fatal. You can't hope to meander from one stage to the next because it is a chasm. It doesn't mean you have to go to the next stage, many companies are better off not leaping, they are a "lifestyle business" serving a small market, but you better know, not hope the market is big enough to go to the next stage. Once you scramble these eggs it's tough to go back, the producers will burn out and the management layer will try to hang on for dear life when you're caught in the middle.

I'll start with three management philosophies that stay constant for me. Understand that once a company gets past 100 or so employees, my skills don't apply I'm the guy leaving so the company can scale.

I am in charge of recruiting. I will have somebody managing the process as we grow; departments do the interviewing, but bottom line, if my people are better than your people I win. College football is a great analogy. Look at the top coaches. They always win because they have the best talent. In college the players pick the team, in the pro's the teams pick the players. You bet Nick Saban goes on recruiting trips. Don't for a second be lulled into the notion that you are picking employees. They are picking you and you better be the one they want to pick. You better have an on-boarding process and it better be good. My biggest legacy is the network of people I've hired and what they've gone on to do.

I go on as many sales calls and customer visits as I can. I've been told that once I hire a Head of Sales, I should stay out of the process. I totally disagree. I am not going to be the one managing the process, but I want to hear what the market is saying directly. A salesperson can't be objectively assess the market, they are too close, their livelihood depends on the sale, same for the VP. They have to be optimistic, they have to try and make the fit whether it's pushing the company to do something or pushing the customer to accept something. The best information you are getting from them on your market is second-hand hearsay. I've sat on boards and watched as projections get trashed as sales get pushed from one quarter to the next and the CEO sits by helplessly, not knowing why as they weren't on the calls. I am not going to be that guy.

The top producer makes more than the manager. If the only way people think they can make the most money is to manage you lose your best producers in sales and development, and they generally don't make good managers, they are just too good at doing. This is the only way you can keep the producers happy, it's the same in pro-football: great players make more than the coaches. The very important corollary is that everybody knows everybody's salary no matter how hard you try, so you can't fake it.

Best Friends: When you are a handful of people trying to make something out of nothing there are no management challenges. Everybody knows what everybody is doing and everybody does anything. The real challenge is do you have a team with the right skill-set to complement each other and just get the job done and is the market there? Nothing less than total blind commitment works at this stage. If you achieve your goal, get traction and the market smiles on you remember these people. They are the team that you came on the field of battle with against great odds and succeeded. You don't leave the field without them. You help position and grow them.

Buddies: This is when you have up to twenty people. People say you can only manage eight, but I think if you've hired great people that can stretch to twenty. You are going to have department leads but they aren't really managers as much as they are the leading producer or a manager that is back in the role of producing. In this stage the biggest challenge is getting the right mix. You need people that are willing to work their tail off to get to the next level and you need people that are used to working at the next level that are willing to go outbound because they believe in the vision. I.e. roll up their sleeves and code, carry a bag etc. A big challenge is some of those senior people don't fit into your current salary structure because of their work history. The lesson I've learned over and over is to either pay the salary and move other people up or not pay the salary. Paying the salary and not moving people up means: "I put in huge sacrifices and now you bring in some guy from outside and pay him what?"

You are going to have to start tracking commitments because there is going to be interplay between small departments. Don't run the company with email, setup a process. Set the stage where the only people that can make commitments are those that are delivering. Sales can't be committing for development, development has to take sales input. Orchestrate between the departments. Don't let one area dominate over the others. That's tempting to do especially in the area where you are strong.

Keep administration as simple and lean as possible, try and think how do I make things simple and cheap? Not we need to act big and big is complicated and expensive. Remember your biggest strength is your agility, don't lose it. You can make the wrong decision three times and get it right on the fourth faster than BigCo can make a decision. Keep meetings short and tight, there should be minimal meetings of internal employees only, nothing happens inside your office. If you are like me you need to find a good operations person, one that manages all of the details.

Co-Workers: Now you've decided to make the mad dash from 20 to 100 employees. The reason it's a mad dash is because you will have to put in all the overhead of formal departments and management but you won't have the revenue and people to offset the cost.

People are going to try to build fiefdoms. Keep it lean, keep it flat. Always make sure that you have one less person in each department than people think you need. Keep politics out of it. Make sure people realize that if they complain about somebody without going directly to them first, they most likely might be the person in trouble.

There are going to be resentments if people get passed by, hopefully they'll be few; there are going to be issues where the first employees feel like it's not the place it once was because what was a company where you could go grab a beer with friends at a table, has grown past the stage where buddies can just show up to a bar, and has graduated to the point where you need to plan events for employees.

Hopefully the vast majority of those that were with you at the early stages can look back and say: "Look what we've built and how I've grown!!"

# The Management Team – Guest Post From Joel Spolsky

Today's guest blogger needs no introduction. Joel Spolsky one of the best bloggers out there. He also runs one of our portfolio companies, Stack. And his approach to management is unorthodox at times but amazingly effective. I asked him to tell us a little about how he does it. I think you'll enjoy this post, it's great advice on many levels, and its is also full of chuckles. I told you he's a great blogger.

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Very few company founders start out with management experience, so they tend to make it up as they go along. Sometimes they try to reinvent management from first principles. More often than not, they manage their startups the way that they've seen management work on TV and in movies. I'll bet more entrepreneurs model their behavior on Captain Picard from Star Trek than any nonfiction human.

Most TV management is of the "command and control" variety. The CEO makes a decision, and tells his lieutenants. They convey this important decision to the teams, who execute on the CEO's decision. It's top-down management. All authority and power and decisions flow from the top. How could it work any other way?

This system probably works very well when you are trying to organize a team of manual laborers with interchangeable skills to sweep up the ticker tape in the street after the Giants parade BECAUSE THE GIANTS WON THE SUPER BOWL IF YOU DID NOT NOTICE.

Command and Control probably worked great in the toothpaste factory where Charlie Bucket's father screwed the little caps on tubes.

This system is also pretty obvious, so it's what 90% of startup founders try first.

Seductively, it even works OK for a three person company.

This is dangerous because you don't notice that it's not going to scale. And when the company grows from 3 to 30, top-down management doesn't work, because it doesn't take advantage of everyone's brains in the organization.

Turns out, it's positively _de_ -motivating to work for a company where your job is just to shut up and take orders. In tech startup land, we all understand instinctively that we have to hire super smart people, but we forget that we then have to organize the workforce so that those people can use their brains 24/7.

Thus, the upside-down pyramid. Stop thinking of the management team at the top of the organization. Start thinking of the software developers, the designers, the product managers, and the front line sales people as the top of the organization.

The "management team" isn't the "decision making" team. It's a support function. You may want to call them _administration_ instead of _management_ , which will keep them from getting too big for their britches.

Administrators aren't supposed to make the hard decisions. They don't know enough. All those super genius computer scientists that you had to recruit from MIT at great expense are supposed to make the hard decisions. That's why you're paying them. Administrators exist to move the furniture around so that the people at the top of the tree can make the hard decisions.

When two engineers get into an argument about whether to use one big Flash SSD drive or several small SSD drives, do you really think the CEO is going to know better than the two line engineers, who have just spent three days arguing and researching and testing?

Think about how a university department organizes itself. There are professors at various ranks, who pretty much just do whatever the heck they want. Then there's a department chairperson who, more often than not, got suckered into the role. The chairperson of the department might call meetings and adjudicate who teaches what class, but she _certainly_ doesn't tell the other professors what research to do, or when to hold office hours, or what to write or think.

That's the way it has to work in a knowledge organization. You don't build a startup with one big gigantic brain on the top, and a bunch of lesser brains obeying orders down below. You try to get everyone to have a gigantic brain in their area, and you provide a minimum amount of administrative support to keep them humming along.

This is my view of management as administration—as a service corps that helps the talented individuals that build and sell products do their jobs better. Attempting to see management as the ultimate decision makers demotivates the smart people in the organization who, without the authority to do what _they know_ is right, will grow frustrated and leave. And if this happens, you won't notice it, but you'll be left with a bunch of yes-men, who don't particularly care (or know) how things should work, and the company will only have one brain – the CEO's. See what I mean about "it doesn't scale?"

And yes, you're right, Steve Jobs didn't manage this way. He was a dictatorial, autocratic asshole who ruled by fiat and fear. Maybe he made great products this way. But you? You are not Steve Jobs. You are not better at design than everyone in your company. You are not better at programming than every engineer in your company. You are not better at sales than every salesperson in the company.

It is not, as it turns out, necessary to be a micromanaging psychopath with narcissistic personality disorder (or even to pretend to be one) if you just hire smart people and give them real authority. The saddest thing about the Steve Jobs hagiography is all the young "incubator twerps" strutting around Mountain View deliberately cultivating their worst personality traits because they imagine that's what made Steve Jobs a design genius. Cum hoc ergo propter hoc, young twerp. Maybe try wearing a black turtleneck too.

For every Steve Jobs, there are a thousand leaders who learned to hire smart people and let them build great things in a nurturing environment of empowerment and it was AWESOME. That doesn't mean lowering your standards. It doesn't mean letting people do bad work. It means hiring smart people who get things done—and then getting the hell out of the way.

# The Management Team – Guest Post By Jerry Colonna

This is the final post of the MBA Mondays series on The Management Team. It is my favorite MBA Mondays series so far. The guest posts in particular have been fantastic.

Back when I started this series, I outlined it and decided that I would ask Jerry Colonna to wrap it up for us. Jerry, when he was my co-founder at Flatiron, taught me the people side of the venture capital business. And now as CEO coach to a number of USV portfolio CEOs (and many others), he is teaching the people side of the startup business to some of the best entrepreneurs we work with. He is a people person through and through and management is all about people.

So with that forward, here is Jerry's guest post. It is fantastic and he even threw in a section for Grimlock

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The Crucible of Leadership

_Work is difficulty and drama, a high-stakes game in which our identity, our self-esteem, and our ability to provide are mixed inside us in volatile, sometimes explosive ways...Work is where we can make ourselves; work is where we can break ourselves._ David Whyte, Crossing The Unknown Sea: Work as a Pilgrimage of Identity.

 Fred started this series inspired by Bijan who urged folks to "invest in your team, help them become better managers." The topic, said Fred with his flair for understatement, "is very important." Over the weeks, different people looked at the process of building the capacity to actually lead—putting the team in place, scaling people, everyone argued may be the hardest part of building the company.

To me, the hardest part of scaling people is learning to lead your self.

**The Crucible**

They often come to me, their coach, because they don't have any place else to put the feelings. They'll sit on my couch, or pace while they talk on the phone, pausing as we grapple with issue after issue after issue. The common denominator is always people. When I first take on a client I warn that I don't have a magic wand. Nevertheless their wish for some elixir to mend their relationships is heart-breakingly visceral.

When they start, they often think the hardest part is figuring out what to do but they're inevitably knocked on their ass by the task of leading. And when they make mistakes–when they fail to lead–their identity, self-esteem, and ability to provide—as David Whyte notes–sometimes explode.

We all too often break ourselves in the work of becoming a CEO, a manager, a leader.

The only answer, the only balm against the inevitable existential pain of becoming the leader we were born to be is to see the lessons implicit in the practice of becoming.

"In the course of studying how geeks and geezers became leaders," writes Warren Bennis in the introduction to his classic, On Becoming a Leader, "...I discovered that their leadership always emerged after some rite of passage, often a stressful one. We call the experience that produces leaders a crucible...the crucible is an essential element of the process of becoming a leader...Some magic takes place in the crucible of leadership...The individual brings certain attributes into the crucible and emerges with new, improved leadership skills. Whatever is thrown at them, leaders emerge from their crucibles stronger and unbroken."

The magic, the alchemy, occurs when _what we do_ mixes with _who we are_ and is cooked by the heat of _what we believe_.

Take as an example a client I worked with intensely over the last few weeks. She and a co-founder have been killing each other (okay, I have a flair for the overstatement...still, they have both been getting sick with a host of ailments—migraines and stomach problems). The arguments had gotten so bad that neither could stand to be in the same room with the other. Even I was exasperated. During one late night call, I asked my client to forget, for a moment, whether her co-founder was right or wrong. "I don't care who's right," I said with my voice rising. "The only thing we have to focus on is what are you supposed to be learning from this."

There was a long silence. I thought, "Okay. You've really pushed her too far. You and your woo-woo 'lessons in the pain' crap." But then: alchemy. She opened up. "This is really shameful to admit," she began, "but I know I'm a pain in the ass because I have to be right, all the time. I know it's wrong but I can't stop myself."

And with that we had something to work with. I pressed her: Given this tendency, what do you _really_ believe? What values do you hold? What kind of company do you want to build? And what kind of _adult_ do you want to be?

Over the next few weeks, on guard for her need to be right, we carefully went to work changing her approach to the co-founder. For her, the crucible moment came in facing her shame, acknowledging who she _really_ has been and as a result she got to choose how she wanted to manage and who she wanted to be.

We forge our truest identity by facing our fears, our prejudices, our passions, and the source of our aggression.

The Buddhists teach that for the steadfast warrior to emerge, we've got to break open our hearts to what _is_.

**Eat Me If You Wish**

"One day," begins a story re-told by Aura Glaser in the latest issue of Tricycle Magazine, "[the Buddhist saint] Milarepa left his cave to gather firewood, and when he returned he found that his cave had been taken over by demons. There were demons everywhere! His first thought upon seeing them was, 'I have got to get rid of them!' He lunges toward them, chasing after them, trying forcefully to get them out of his cave. But the demons are completely unfazed. In fact, the more he chases them, the more comfortable and settled-in they seem to be. Realizing that his efforts to run them out have failed miserably, Milarepa opts for a new approach and decides to teach them the dharma.

"If chasing them out won't work, then maybe hearing the teachings will change their minds and get them to go. So he takes his seat and begins... After a while he looks around and realizes all the demons are still there...At this point Milarepa lets out a deep breath of surrender, knowing now that these demons will not be manipulated into leaving and that maybe he has something to learn from them. He looks deeply into the eyes of each demon and bows, saying, 'It looks like we're going to be here together. I open myself to whatever you have to teach me.'

"In that moment all the demons but one disappear. One huge and especially fierce demon, with flaring nostrils and dripping fangs, is still there. So Milarepa lets go even further. Stepping over to the largest demon, he offers himself completely, holding nothing back. 'Eat me if you wish.' He places his head in the demon's mouth, and at that moment the largest demon bows low and dissolves into space."

Surrendering to the demons that torment your organization does not mean abdicating your responsibilities to manage. You are still responsible for dealing with the reality of what is. In some cases, the demon is the wrong vision for the company. In others, it might be that you've hired the wrong people. In still others, it might be your own failings—like an inability to admit that you're wrong.

But in all cases, allowing your self to be eaten by the demon that remains—acknowledging the ways you contribute to the problem without descending into pointless self-flagellation–adds to the heat beneath the crucible. Without heat, there is no alchemy.

**On Becoming Your Self**

When I was a young Padawan, I remember lamenting to my therapist about my own fears as a manager. After a series of infuriating questions, she got me to admit that I was trapped by my own beliefs about success. I finally admitted I would never be satisfied until I was as successful as Bill Gates.

Being myself was never good enough and, as a result, being comfortable in my own leadership was impossible.

_"If you bring forth what is in you, what you bring forth will save you. If you do not bring forth what is in you, what you do not bring forth will destroy you." Jesus, Gospel of Thomas_

It was only later, after allowing myself to bring forth what is in me, that I emerged not only as a leader but a Jedi master.

Joel Spolsky, in his guest post for this series, tackled what I hear all too often in my workshops. He takes the Steve Jobs Question head on.

He writes:

"And yes, you're right, Steve Jobs...was a dictatorial, autocratic asshole who ruled by fiat and fear." But, importantly, he points out "you are not Steve Jobs." Just like I am not Bill Gates.

Indeed, I think what Jesus taught was a simple truth: the only choice that doesn't destroy you is to be the leader you were born to be. The alchemy of becoming your self is the ultimate act of leadership.

Listen close enough and you'll hear echoes of this from every conceivable source.

Phil Sugar, tells us who he is and what he believes in the simple statement that, "My biggest legacy is the network of people I've hired and what they've gone on to do."

Matt Blumberg, having gone through his own crucible challenged conventional wisdom (and the advice of Fred), choosing instead to invest in his team. "We consistently work at improving our management skills," he notes adding that, "We learn from the successes and failures of others whenever possible."

JLM writes:

"Develop a philosophy of management. Write it down. Try it out on some folks whose wisdom you admire. Put it to work..." and, my favorite, "Live it."

I read in all these thoughts a steady, consistent wisdom: the wisdom of knowing yourself, your own beliefs, and living them.

Enduring the alchemical crucible requires developing the capacity to reflect, to turn the pain of the everyday life as a leader into lessons. Every wisdom tradition I've ever encountered—from Fred's blog to the words of sages—ultimately demands the same thing: we must go inward.

That's often the biggest obstacle to becoming your self. The frenzied, frenetic, do-it-now, answer-the-email-now-or-the-company-will-die-even-though-it's-3 a.m. attitude is precisely the wrong process of becoming your self.

Joseph Campbell, writing in The Power of Myth, says, "You must have a room, or a certain hour or so a day, where you don't know what was in the newspapers that morning...a place where you can simply experience and bring forth what you are and what you might be."

Call that room, at that hour, the crucible of leadership.

# MBA Mondays Series: The Board Of Directors

John Revay sent me an email suggesting I write a post on The Board Of Directors. I've got a better idea, a whole MBA Mondays blog series on this topic. I have come to enjoy the series format for MBA Mondays. It works well.

So I will write a a few posts on this topic:

– the role and responsibilities of the Board Of Directors

– how a Board Of Directors is selected, elected, and evolves

– the role of the Board Chairman

– Board chemistry and why it is so important

– Board meetings, how to make them work well

– Board committees – audit, comp, and governance

If I'm missing something important, please let me know in the comments.

Then I'll invite several guest posts. I have a few people in mind who I've come across over the years who know a lot about this topic. I'll probably end with three or four guest posts.

It should be a good series. I'm looking forward to writing it.

# The Board Of Directors: Role and Responsibilities

This is the first of a series of MBA Mondays posts on the topic of The Board Of Directors. I want to dig into the role and responsibilities of the Board as a way to kickoff this series. But first a few disclaimers. I am not a lawyer and I am not giving out legal advice on this topic. I am a practicioner and am telling you the way I see it and what I've learned over the years. I think both are important perspectives. You will have to look elsewhere for the legal view on this topic.

The Board of Directors is the governing body for a company. All major decisions will need to be ratified by the Board. You will need the Board's approval to sell your company. You will need the Board's approval to hire or fire a CEO. You will need the Board's approval to do a major acquisition. You will need the Board's approval to do a major financing, including an IPO. On all matters of major strategic importance, the Board will need to be engaged, involved, and supportive.

However, the Board should not run a company. That is the role of the CEO and his/her senior management team. The Board's job is to make sure the right team is at the helm, not to be at the helm themselves. Boards that meddle, that get too involved, that undermine the management team are hurting the company, not helping the company.

Boards work for the company. The company is their responsibility. They must always act in the best interests of the company and its major stakeholders; the employees, the customers, the shareholders, the debtholders, and everyone else that is relying on the company to deliver on its promises.

Some would say that the company works for the Board. But I think that is wrong. The company works for the market (and I am using the word market in all of its meanings) and the Board and the management team work for the company. Every director must put the interests of the company first and their interests second. This is called fiduciary responsibility.

About ten years ago, I was in a Board meeting when management told the Board that they had uncovered significant accounting issues in a recently acquired company. This was a public company Board. And these accounting issues had flowed through to several quarterly financial statements that had been reported to the public. Every Board member who was also a material shareholder (me included) knew that the minute this information was disclosed, our shareholdings would plummet in value. But there was no question what we had to do. We had to hire a law firm to investigate the accounting issues. We had to immediately disclose the findings to the public. And we had to terminate all the employees who had an involvement in this matter.

Things like fiduciary responsibility seem very theoretical until you find yourself in a moment like this. Then they become crystal clear. Directors often must act against their own self interests. They must do the right thing for the company, its shareholders, and its stakeholders. There is no wiggle room on this rule. For directors, it is the golden rule.

The hard thing about being a director is that many times, the right answer is not clear. Should we accept this extremely generous offer and sell the company? Should we ask the CEO to leave the company? Should we go public or wait a few more years? There are no formulas that you can run to tell you the answers to these questions. There is no "right answer." Only time will tell if the right decision was made. And even then, there will be debate.

Debate is what good Boards do. They put the key issues on the table and discuss them. Good directors are deeply engaged in the important issues and they are upfront and open about their opinions on them. They are respectful of the other Directors and listen carefully to opposing opinions. Boards should try to reach a consensus and then act on it. Board should not procrastinate on the big decisions. Boards need a leader to drive them. That leader is commonly called the Chairman. I plan to write an entire post on the subject of the Board Chair as part of this series.

There are many CEOs who want to manage their Board. That is a mistake in my opinion. A great Board manages itself and treats the CEO as a peer and gives the CEO's opinion great weight. But a great Board is not a rubber stamp. A great Board pushes the CEO and the company to make the most of the opportunities in front of the company. It makes sure that the CEO and the management team are pushed out of their comfort zone from time to time. It asks the hard questions that must be asked.

Boards are fluid. They should evolve. Members should come and go occasionally. There should not be too much churn but some churn is good. Board members should not coast. Board members should not treat their seat as a right (even if it is). Boards should always be looking for new blood.

I will end with a somewhat controversial statement in light of the way some of the most successful tech companies are run. Boards should not be controlled by the founder, the CEO, or the largest shareholder. For a Board to do its job, it must represent all stakeholders' interests, not just one stakeholder's interest.

Next week I will talk about how a Board is selected, elected, and how it evolves over time.

# The Board Of Directors – Selecting, Electing & Evolving

Every company should have a Board Of Directors. At the start it can simply be a one person board consisting of the founder. But it should not stay that way for long. Because if you are your own board, you won't get any of the benefits that come with having a board. These benefits include, but are not limited to, advice, counsel, relationships, experience, and accountability.

The shareholders elect the Board of Directors. But there is usually a nominating entity that puts directors up for election by the shareholders. If the founder controls the company, then he/she is usually that nominating entity.

I am a fan of a three person Board early on in a company's life. I generally recommend that a founder put himself/herself on the board along with two other people they trust and respect. The election of directors in this scenario is simply a matter of the controlling shareholder voting them in.

This situation changes a bit when investors get involved. If the founder retains control, then the situation does not have to change. The founder can still nominate and elect the directors they want on the board. However, investors can and will negotiate for a Board seat in some situations. This is less common for angel investors and more common for venture capital investors.

The way investors negotiate for a board seat is usually via something called a Shareholders Agreement. This is an agreement between all the shareholders of the company. It contains a bunch of provisions, but one of the provisions can be an agreement that the shareholders of the company will vote for a representative of a certain investor in the election of the Board of Directors. The representative can even be named specifically. For many of the Boards I am on, this is how my seat is elected. For venture capital investments, this is a very typical provision.

Adding an investor Director does not mean that the founder loses control of the Board. It can remain a three person Board with one investor director and two founder directors. Or the Board can be expanded to five and the investors can take one or two seats and the founder can control the rest. These two situations are common scenarios when the founders control the company.

As a company moves from founder control to investor control, the notion of an independent director crops up. And independent director is a director who does not represent either the founder or the investors. I am a big fan of independent directors and like to see them on the Boards I am on. Boards that are full of vested interests are not good boards. The more independent minded the Board becomes, the better it usually is.

When the founder loses control of the company (usually by selling a majority of the stock to investors), it does not mean the investors should control the Board. In fact, I would argue that an investor controlled Board is the worst possible situation. Investors usually have a narrow set of interests that involve how much money they are going to make (or lose) on their investment. It is the rare investor who takes a broader and more holistic view of the company. So while investor directors are a neccessary evil in many companies, they should not dominate or control the board. The founder should control the board in a company he or she controls and independent directors should control a board where the founder does not control the company.

When and if a company goes public, the Shareholders Agreement will terminate and public company governance standards will dictate how a board is selected and elected. There will most likely be a comittee of the Board that is called the Nominating Committee. That committee will select a slate of directors that will be put up for election by all the shareholders of the company at the annual meeting. Most public company Boards have staggered Board terms such that a subset of the Board is elected every year. Three year and four year terms are most common.

It is possible for the shareholders to put up an alternative slate. In theory, this approach could be used in both private and public companies, but in reality it is almost entirely limited to public companies. This will be percieved as a hostile move by most companies and they will fight the alternative slate of directors. This "aternative slate" approach is most commonly taken by "activist investors" who take a meaningful minority stake in a public company and agitate for changes in the Baord, Management, and strategic direction of the company. But it can also be used in a hostile takeover effort. It is very very rare for an alternative slate to take control of a company, but it is fairly common for a new director or two to get elected in this way.

Boards should evolve. Boards should recruit new members on a regular basis. Board members should have term limits. I like the four year term. But I've been on Boards for much longer. I'm in my thirteenth year on one board and my eleventh on another. These are not ideal situations but they involve companies I invested in while I was with my prior venture capital firm and I have a responsibility to my partners and the founders to see these situations through.

A much better example is Twitter, where I was the first outside Director, taking a board seat when Twitter was formed in the spinout from Obvious and USV made its initial investment. Over time Twitter added several investor directors and then started adding independent directors. By last fall, Twitter had the opportunity to create a board with two founders, a CEO, three independent directors, and one investor director. As a shareholder, that sounded like the right mix to me and I voluntarily stepped down along with my friend Bijan who had led the second round of investment.

The point of the Twitter story is that Boards evolve. In the first year it was me and two founders and a founding team member. In the second year it was me and Bijan, two founders and a founding team member. In the third year it was three investors, two founders, and two senior team members. In the fourth year, it was three investors, two founders, a CEO, and three independents. And now it is one investor, two founders, a CEO, and three independents. Many of these changes in the Twitter board happened at the time of financings. That is typical of a venture backed company.

In summary, the shareholders elect the Board. That is the essential truth in every company. But how they elect the directors can be very different from company to company. For public companies, it is largely the same for all. In private companies, as JLM would say "you get what you negotiate for" so negotiate the Board provisions carefully. They are important.

Most importantly, build a great board. They are not that common. But you owe it to your company to do that for it.

# Announcing MBA Mondays Live

I promised to do this a while back but I've been slow in making it happen. MBA Mondays Live is finally happening.

The first class will be on Monday April 16th in the USV Event Space from 6pm to 7pm. The topic will be Employee Equity.

This will be a lecture class. I will be using the whiteboard to lay out the basics of employee equity; how to issue it, how to structure it, and how to figure out how much to give.

There are no prerequisites but I would very much like this class to be limited to founders, co-founders, and/or the finance team in their organization. The class is limited to 75 people because that's the max size of the USV event space. There is a $25 charge to attend this class. Proceeds are being given to The Academy For Software Engineering.

We will livestream this class and archive it. There will be no charge to watch this class live or via the archive. I don't yet have the details of the livestream and archive but I will post the details before the date of the class.

I plan to teach MBA Mondays Live every few months, always on a Monday, always in the USV event space, and always on a topic that I have already blogged about on MBA Mondays.

Tickets to the April 16th class are being sold on Skillshare. You can get them here.

# The Board Of Directors – The Board Chair

Continuing our series on The Board Of Directors, this week I'll talk about the role of the Board Chair.

The Board Chair runs the Board Of Directors. He or she is a Board member with the same roles and responsibilities as the other Board members. But in addition, the Board Chair is responsible for making sure the Board is doing its job. The Board Chair should make sure the Board is meeting on a regular basis, the Board Chair should make sure the CEO is getting what he or she needs out of the Board, and the Board Chair should make sure that all Board members are contributing and participating. When there are debates and disagreements, the Board Chair should make sure all opposing points of view are heard and then the Board Chair should push for some resolution.

The Board Chair should be on the nominating committee and should probably run that committee. I do not believe the Board Chair needs to be on the audit and compensation committees, but if they have specific experience that would add value to those committees, it is fine to have them on them. Either way, the Board Chair needs to be on top of the issues that are being dealt with in the committtees and making sure they are operating well.

Small boards (three or less) don't really need Board Chairs. In many cases the founding CEO will also carry the Chairman title, but in a small Board, it is meaningless. Once the Board size reaches five, the Board Chair role starts to take on some value. At seven and beyond, I believe it is critical to have a Board Chair.

It is common for the founder/CEO to also be the Board Chair. I am not a fan of this. I think the Chair should be an independent director who takes on the role of helping the CEO manage the Board. The CEO runs the business, but it is not ideal for the CEO to also have to run the Board. A Chair who can work closely with the CEO and help them stay in sync with the Board and get value out of a Board is really valuable and CEOs should be eager to have a strong person in that role.

When a founder/CEO decides to transition out of the day to day management but wants to stay closely involved in the business, the Board Chair is an ideal role for them, assuming that they were responsible for recruiting or grooming the new CEO. If the founder is hostile to the new CEO, then this is a horrible idea.

When Boards get really large, like non-profit boards, the Board Chair is even more important. I've been on a few non-profit Boards over the years. I don't really enjoy working in the non-profit world, but I do it from time to time. I have had the opportunity to watch a couple amazing Board Chairs at work and I've learned a ton from them. The partnership between Charles Best and Board Chair Peter Bloom at Donors Choose is a thing of beauty. Same with the partnership between John Sexton and Board Chair Marty Lipton at NYU. For profit CEOs and Board Chairs could learn a lot from watching these masters at work.

When it works, the Board Chair role is hugely impactful. It allows the CEO to spend their time and attention running the business and not worrying about the Board. The Chair will manage the Board and when the CEO has issues with the Board, the Chair will be clear, crisp, and quick with that feedback and will help the CEO address those issues.

Many CEOs find working with a large group of people who have oversight over their work and performance challenging. It makes sense. Who has ever worked for six or more people at the same time. How do you know where you stand with all of them? How do you know what they want you to do? How do you know what is on their minds? The Board Chair's job is to give the CEO a single person to focus on in dealing with these issues.

The Board Chair job is hard, particularly when the company is in crisis, but it is also extremely gratifying. It is an ideal job for entrepreneurs and CEOs to take on when they are done starting and running companies and want to move into something a little less demanding. I'm always on the lookout for people who can take on this role in our portfolio companies. The good ones are few and far between and worth their weight in gold.

# The Board Of Directors: Board Chemistry

One of the least discussed elements of a Board of Directors is the chemistry among the Board members. It is critical to a well functioning Board but not always considered in Board construction.

Like a well functioning startup or a top flight sports team, the chemistry between the participants on a Board must be strong. That doesn't mean they need to be best friends who hang out with each other outside of the job. It does mean they must respect each other and lean on each other's strengths to get to the right decisions.

When you are building a Board, you must think about chemistry as much as you think about it when you hire a team. You want to have a Board that can work well together.

And you need to invest in chemistry after you've assembled your Board. I like regular Board dinners before or after the meetings. There is nothing like breaking bread and having a beer or a glass of wine to get folks to relax and connect. I also like annual Board offsites where the group spends an entire 24 hours together, usually talking about and plotting strategy for the coming year(s). These activities outside of the Board room are critical to developing and investing in Board chemistry. Once obtained, you cannot let Board chemistry calcify. You must continue to invest in it for the long haul.

Sometimes you will have a Director (or two) that just doesn't fit in. Unless that Director has a contractual right to their seat (usually as a result of investment) or brings a critically important skill set to the Board, you should seek to remove that person from the Board and replace them with someone with similar skills who will fit in better.

Even when an investor has a contractual right to a Board seat, you can get one of their partners to replace them in an effort to get better Board chemistry. Don't take this approach lightly however. It will be seen as a hostile move by the person you are seeking to replace. I have been involved in these situations a few times and it must be handled delicately, usually via the senior partner of the firm involved. If the person who is serving on your board that you are seeking to replace is the senior partner of the firm involved, then you have an even more difficult problem.

If there is one point that I want to drive home more than any other point in this entire series on Boards, it is that your company needs a strong Board and you must do everything in your power to make sure you get one. Don't accept that you have a dysfunctional Board and you have to live with it. If you have a bunch of investors on your Board that you can't get rid of, seek to add a bunch of independents to balance them out. And then build chemistry between the independents and the investors.

Group dynamics are an interesting thing. Adding or subtracting one or two people from a five to seven person group can dramatically change the chemistry. So pick your Board members wisely and if you have an issue, deal with it to the best of your powers.

I think Matt Blumberg, CEO of our portfolio company Return Path, has done an incredible job in developing Board chemistry. He has removed and replaced a number of Board members over the years, including an investor director. He invests heavily and continuously in Board chemistry. And he has assembled a set of strong personalities with very diverse strengths (and weaknesses) and he gets more out of us that I could possibly imagine. He should write a book on this topic.

I bring up Matt and his success as a way to suggest that seeking advice and counsel from other entrepreneurs and CEOs can be a good way to think about how to improve your own Board. And you might want to consider some of them for independent Board members while you are at it.

Your company is going to have a Board. It should not be an afterthought. It needs to be well constructed, well managed, and it needs to function easily and efficiently with strong chemistry. When you achieve all of those things, you will see that a great Board is a tremendous asset to a company, and you should pat yourself on the back for doing something that very few manage to accomplish.

# The Board Of Directors: Board Meetings

The Board Meeting is the primary way that Boards function. This post is about making Board meetings effective and helpful for everyone involved.

A Board cannot be effective if it doesn't get together frequently. Some Boards meet monthly. I like that approach when the Company is young and there are a lot of changes happening frequently. But for most companies, a monthly Board meeting will be overkill.

I'm a particular fan of the twice a quarter Board meeting. The idea is to have one meeting mid quarter and one meeting after the quarter has been completed. A lot of public companies use this format since the Board needs to review the quarterly numbers before they are reported to the public. I think eight meetings a year is a great heartbeat for a Board and this schedule works well for all kinds of companies.

Some Boards only meet once a quarter. I am on a few Boards that meet face to face once a quarter. I generally encourage those Boards to meet over the phone for an update in between the face to face meetings. Those update calls/meetings are less formal than a full Board meeting but they keep the Board engaged in the business and connecting with each other.

Board meetings should be discussions. They should be interactive. They should have some structure. But they should not have too much structure. Some CEOs and Board Chairs make the mistake of driving the Board line by line through the agenda, cutting off meaty discussions in the name of staying on schedule. The purpose of Board meetings are to have these meaty discussions not to get through the agenda on time.

I prefer that the Board get all "official business" out of the way at the start of the meeting so that the meeting doesn't have to get cut short to approve stock options, minutes, or some other important but perfunctory Board resolution.

Once the Board has done that, the discussions can begin. The CEO should tee up the discussions. There should not be too many topics. I think three or four are good. One or two can be tactical items. But most of the discussion items should be strategic and thorny questions that the business must tackle to be succcessful. Good examples are "what is the ideal business model for our company?", "can we be in two businesses at the same time?", "do we need to build, own, and operate our payments system to be successful long term?", and "can we build a sustainable business long term operating solely on Facebook?". Note that all of these are questions.

Board meetings should last two to three hours. I think two hours is too short. But more than three hours of intense discussion will turn most brains to mush. So you can't go on too long either.

There are a few techniques that I've observed over the years that I like a lot. The first is that the Board deck should be sent out three or four days in advance and it should include all the important financial and operational results for the Board to consume in advance of the meeting. It should also tee up the big discussion items so that the Board can start to think about them in advance of the meeting. The Board does not need to go through a line by line review of the financial and operational results in the meeting. But the CEO or Chairman should ask the Board if there are any questions on the numbers and time should be set aside in the event that the Board would like to have a discussion of the operating results.

The second technique I like a lot is when the CEO puts up a list of the three or four things that are "keeping me up at night" at the start of each meeting. This can be a way of teeing up the discussion items for the meeting. Or it can just be a way for the Board to get into the mind of the CEO quickly. The best way that I've seen this done is the "keeping me up at night" slide shows the items that were on the slide the prior meeting and the items that are on the list currently. That shows what things have been "resolved" in the time since the last meeting, those things that have not been resolved, and the new things that have popped up.

Possibly the most important technique I've observed over the years is the executive session at the end of the meeting. This is when the Board meets without the CEO and team in the room and has a discussion of the meeting and what the key takeaways are. The executive session can be five minutes or it can be a half hour. Sometimes there is very little to discuss in executive session. Sometimes there is a lot. After the executive session ends, the CEO should either be invited back to have a debrief on the executive session or the Chairman of the Board should meet with the CEO to debrief on the executive session. This is an opportunity for the Board to provide feedback to the CEO on the business, the team, and performance, and the strategy. Boards should not miss this opportunity to provide feedback and CEOs should demand it of them.

In summary, Board meetings should not be operational reporting sessions with information flowing one way. They should not be for the benefit of the Board. They should be for the benefit of the CEO and the senior team. I've always loved the idea of a "kitchen cabinet" and to me that is what a great Board meeting should feel like. The Board should be a set of experienced, engaged, and helpful advisors and Board meetings should be a place and a time for that group to provide the most help and assitance they can. It is the CEO and Chairman's job to make sure that happens and it happens on a regular basis.

# The Board Of Directors: Board Committees

A Board has real work to do. In addition to the most important work which is providing strategic advice, accountability, and feedback to the CEO and the management team, the Board is required to provide oversight on the Company's financial statements, the Company's compensation plans, and the ongoing maintenance of the Board.

As such when a Board gets big enough to justify them, it makes sense to create committees of the Board to deal with these specific responsibilities. A good question to start with is "when is a Board big enough to need committees?". A three person Board should not have committees. The Board will be the default committee for all of this stuff. A five person Board could have committees and should have them if there is a lot of work required for audit and compensation. A seven person Board and larger should most certainly have committees.

The audit committee provides oversight of the CFO function, the auditors, and related matters (which might include tax compliance, SEC compliance, etc, etc). The audit committee should be closely involved in the audit, should be briefed both before and after the audit by the auditors, and should do executive sessions with the auditors and without management. If issues come up during the audit that require Board attention, the audit committee and the audit committee chair are the right place to discuss them with the auditors.

In the early days of a company it may not even be necessary to have an annual audit. And therefore the audit committee's duties will be light. But over time as the Company grows, the audits become more complicated and the duties of the audit committee become more involved. When a Company is preparing for an IPO, it makes sense to spend time making sure it has a very experienced and involved audit committee and a "financial expert" as Chair of the audit committee. Most of the time, this financial expert will be a very experienced public company CFO or the partner of an audit firm, possibly retired in both cases so the proper amount of time can be committed to the role of Audit Committee Chair.

I have worked with great public company audit committee chairmen and they are worth their weight in gold. A public company Board member will want to be sure the numbers are correct, the CFO is up to the task of managing the Company's financials, and that the auditors are being properly utilized and managed. The audit committee chair provides this level of comfort to his or her fellow board members. This is a big job and it is important to have someone in the role who is prepared for it and committed to do it well.

The compensation committee provides oversight of the Company's compensation plans, including equity compensation, and also is directly involved in setting the compensation of the CEO and often the senior management team. The compensation committee has two related goals. First, they must insure that the Company's compensation plans are appropriate to allow it to attract and retain the best talent in the market. And second, they must insure that the compensation plans are not too generous resulting in a loss of value from the shareholders to the management and employees.

This is a delicate balance to strike. I like to make sure that the compensation committee has active peer CEOs on it who can speak to the current market value of talent and who will have a gut feel for what is reasonable and what is not. I also like to see compensation committees avail themselves of market data on compensation that can be supplied by a host of compensation consultants in the market. If a company errs on the side of being slightly generous in terms of compensation that is often a good thing. But things can get out of whack, particularly at the senior levels, as we've seen with compensation plans for large public companies that are not performing well but top managers are getting paid tens of millions in annual salaries. It is the compensation committee's job to make sure this doesn't happen.

One of the compensation committee's most important jobs is to help a company create, manage, and evolve its equity compensation plans. That can include restricted stock for founders and early employees at the start of a company, it can include an option plan, and it can include a restricted stock plan for public companies or restricted stock units for late stage private and public companies. This is complicated stuff. I did a whole MBA Mondays series on Equity Compensation and a good compensation committee can bring tremendous value to a Company by keeping it up to speed on best practices and the latest and greatest equity compensation approaches.

The third and final most common Board committee is the Governance Committee. This committee is reponsible for recruiting and nominating new directors, identifying directors who should leave the board and asking them to leave, setting the board meeting schedule, and a host of other "self governing" issues for a Board. All of this needs to be done in close coordination with the Board Chair and the CEO and so most governance committees are chaired by the Board Chair and have the CEO on them.

I generally like three person Board committees, with one chair and two other members. This is most efficient for everyone. Committees can get bigger for large boards but I don't see many Boards in the startup entrepreneurial world that are bigger than nine. And nine is large in my book. If you have a seven person board, you will have two people who serve on multiple committees. Ideally these people will not be the committee chair since the chair does the most work. If you have a five person board, I suggest going without the governance committee and making that the job of the entire board. Then you will have four non-CEO board members. One can be audit chair. One can be comp chair. And the other two serve on both committees. That's a fair division of labor. If you have a nine person board, then you have plenty of people to serve on all the committees.

Board committees should meet regularly. These meetings are often done before the main board meeting. But they can also be held in between board meetings. Board committees do not need to meet in person as much as the full board does and much committee work is done via conference calls.

Strong, well led board committees that are engaged and active make for better Boards. A lot of the logisitcal work that Boards must do can be done in committee and simply reported to and ratified by the larger Board. This leaves time in Board meetings for the meaty strategic conversations where Boards can add the most value. So make sure you have set up committees when your company and your Board gets big enough to justify them. You will be doing yourself a favor and you will be doing your Board a favor too.

# MBA Mondays Live: Employee Equity

Tomorrow night at 6pm eastern time I am going to teach the first MBA Mondays Live class. I announced it a month ago and the class quickly sold out. Part of the deal with these classes is that we are going to livestream them and also make them available via an archive.

The livestream will be available here. You can click the green follow button on that page to be notified when the livestream is about to start. The archive video of the class will be available here.

This will be the first time we've ever livestreamed an event in the USV event space, something we intend to do more of. I want to downplay everyone's expectations on how good this livestream will be. We need to upgrade our internet connection. It turns out our Time Warner Cable "wideband" service is actually "narrowband". We measured it last week and we are only getting 3MB upstream. So we will not be livestreaming this class in HD and it may be tough to see what I am writing on the whiteboard.

We are in the process of getting a much better internet connection into the USV event space and we hope to be able to livestream in HD in the near future. But for tomorrow's class, I am warning everyone that the stream may be flaky and the quality may be poor.

The outline for tomorrow night's class is here. The class will have three parts; issuing employee equity, structuring employee equity, and how much equity to give out. There are links for suggested reading (archived MBA Mondays posts) for each section. If you are attending the class, I strongly suggest you review the outline and check out the required reading. If you plan on watching the livestream, you might want to check out the outline and suggested reading as well.

I am super excited to do this class. I'm a big fan of teching in front of a live classroom, and I am also a fan of allowing a much broader audience to take the class live or via the archive using the power of internet video. This should be fun.

# The Board of Directors: Guest Post From Scott Kurnit

I am developing a standard format for these MBA Mondays series. I do five or six posts on a topic and then I solicit four or five guest posts to wrap it up. Today we begin the guest posts on the Board Of Directors series we've been doing for the past six weeks.

Hopefully everyone who has been following this series on Boards understands the point that you want independent directors on your Board and that the best choice for independent directors are fellow entrepreneur CEOs who have been through what you are going through.

One of the most sought after independent directors in the world of internet startups is Scott Kurnit who has started a couple internet companies and has sat on eight boards including several public boards. If you are not familiar with Scott, here is an interview he did with me in late 2010 at the Paley Center.

I asked Scott to lead us off in the guest post section because I know that he has some strong opinions about Boards and Board composition. And he shares some of them with us in the guest post below.

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Fred has done his usual fabulous job outlining the critical issues with Boards. Today I'm going to address two concepts that surprise people every time, end up generating lots of head nods, then usually don't happen. These suggestions clearly fit into the art of the board more than the science. And it's the unwillingness to depart from traditional norms by those around the table that stop them from happening.

1. Your best friend should be on the Board, and  
2. No one who works in the company other than the CEO should be on the Board.

Why would you take a valuable Board seat for your best friend? Doesn't every seat need to be occupied by people with industry expertise, financial acumen or years of board experience? That's logical, but what about having someone who you trust with your life? Someone you'll truly believe when the Board is telling you that you're not performing or that the financing you seek is wrong or that you're spending too much or your request for stock options is too aggressive?

Ideally, your best friend has industry or financial or board expertise – but even if not, having someone who has your back... who tells you the unvarnished truth... that you believe in an instant... is in everyone's interest. This seat is critical. Fill it.

As a repeat CEO and board member, I try to fill this role of CEO pal if a CEO doesn't have one. I'm well aware of my fiduciary responsibilities to shareholders, but I try to think of the CEO first since if he performs, the company performs and changing out CEOs is a wrenching and often disastrous activity. A CEO should have someone he can tell anything. That makes a better company and a better outcome for shareholders.

Now, for my second point which will certainly raise the hackles of co-founders who are on the board, work their butts off and may have as much stock in the company as you do: The fact is, there's only one CEO, one leader. And that's why people who work for the CEO can't also be the CEO's boss. Yes, fundamentally, that's what Boards are... the CEO's boss.

Here's the simple logic. The CEO can't be in charge 29 days out of the month and then report to her subordinates on the 30th day. That screws up the crispness and clarity for the 29 days. A CEO should not be giving compensation or making non-objective decisions concerning subordinates, in order to make sure her own comp and Board decisions get approved on day 30. Ridiculous. You often end up with a horrible combination of dysfunctional board member and insubordinate... subordinate – all wrapped up in one person. You can't be both a worker and a boss at the same time. Sorry, co-founders... you can observe at Board meetings... but you don't get a vote. Period. And when the CEO tells you to leave the Board room... well, she's the boss.

Since I have this awesome space courtesy of Fred, I could go into why Board members should have no ego, need to come to every board meeting in person, need to give performance reviews to CEOs, should only do email during Board meetings within a designated 5 minute block every hour and create an environment where everyone knows everything with total transparency. But, I won't abuse the privilege of this space or your time.

Just get a pal on the board and keep your pals who work for you off the board. I promise, your company will be better and return higher rewards for all concerned.

Thanks Fred.

# MBA Mondays Live: Employee Equity – Archive and Feedback

The first MBA Mondays Live class was last monday night.

I had an incredible time and I can't wait to do it again. There isn't much better in life than standing up in front a bunch of eager learners teaching something you know well.

The archive and photos from the event is permantly hosted on this link.

Here's the video of the entire class.

I'd like to get feedback on the class so I can improve it. So I've created a google form with a few questions on it. If you attended or watched the class and have five minutes to give me feedback please click here and fill out the form. I appreciate it.

I have watched the first fifteen minutes of the class and I've got some work to do on my delivery, speed (I was rushing), and crispness. And there are two math mistakes on the whiteboard. That really bugs me. The final dilution number for the founders in the dilution table should be 58.5% not 64.5%. And the number of shares to issue the CFO should be 75k shares not 46k shares. This first class feels a lot like the beta that it was.

My plan is to teach this same material live again, probably a couple more times. If I don't sell out, that will tell me that everyone who didn't get into the first class watched the livestream or the archive and that I should move on to a new topic. But I'm not sure that is the case so I will test that out. I don't plan to livestream this class again since we already have a video version it.

As I develop additional classes, I will livestream and archive the final class on the topic when I've got the material and pacing nailed down. That was a big takeaway from this experience.

All in all, this went extremely well. The basic setup of an in person class with a livestream and an archive is a format that works. I plan to use it to teach as much of the MBA Mondays material as I can in the coming years. That's exciting to me.

# The Board Of Directors: Guest Post From Matt Blumberg

In last week's guest post Scott Kurnit advised entrepreneurs to put a friend on the Board and keep co-founders off. This week we'll continue the theme of "who should be on your Board?" with a re-run of a post that Matt Blumberg wrote for Brad Feld earlier this year. The topic is "what makes an awesome Board Member." I am the person who made the point about firing executives. Brad Feld is the person who downed two shakes in one meeting.

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I've written a bunch of posts over the years about how I manage my Board at Return Path. And I think part of having awesome Board members is managing them well – giving transparent information, well organized, with enough lead time before a meeting; running great and engaging meetings; mixing social time with business time; and being a Board member yourself at some other organization so you see the other side of the equation. All those topics are covered in more detail in the following posts: Why I Love My Board, Part II, The Good, The Board, and The Ugly, and Powerpointless.

But by far the best way to make sure you have an awesome board is to start by having awesome Board members. I've had about 15 Board members over the years, some far better than others. Here are my top 5 things that make an awesome Board member, and my interview/vetting process for Board members.

Top 5 things that make an awesome Board member:

  * They are prepared and keep commitments: They show up to all meetings. They show up on time and don't leave early. They do their homework. The are fully present and don't do email during meetings.

  * They speak their minds: They have no fear of bringing up an uncomfortable topic during a meeting, even if it impacts someone in the room. They do not come up to you after a meeting and tell you what they really think. I had a Board member once tell my entire management team that he thought I needed to be better at firing executives more quickly!

  * They build independent relationships: They get to know each other and see each other outside of your meetings. They get to know individuals on your management team and talk to them on occasion as well. None of this communication goes through you.

  * They are resource rich: I've had some directors who are one-trick or two-trick ponies with their advice. After their third or fourth meeting, they have nothing new to add. Board members should be able to pull from years of experience and adapt that experience to your situations on a flexible and dynamic basis.

  * They are strategically engaged but operationally distant: This may vary by stage of company and the needs of your own team, but I find that even Board members who are talented operators have a hard time parachuting into any given situation and being super useful. Getting their operational help requires a lot of regular engagement on a specific issue or area. But they must be strategically engaged and understand the fundamental dynamics and drivers of your business – economics, competition, ecosystem, and the like.

My interview/vetting process for Board members:

  * Take the process as seriously as you take building your executive team – both in terms of your time and in terms of how you think about the overall composition of the Board, not just a given Board member.

  * Source broadly, get a lot of referrals from disparate sources, reach high.

  * Interview many people, always face to face and usually multiple times for finalists. Also for finalists, have a few other Board members conduct interviews as well.

  * Check references thoroughly and across a few different vectors.

  * Have a finalist or two attend a Board meeting so you and they can examine the fit firsthand. Give the prospective Board member extra time to read materials and offer your time to answer questions before the meeting. You'll get a good first-hand sense of a lot of the above Top 5 items this way.

  * Have no fear of rejecting them. Even if you like them. Even if they are a stretch and someone you consider to be a business hero or mentor. Even after you've already put them on the Board (and yes, even if they're a VC). This is your inner circle, and getting this group right is one of the most important things you can do for your company.

I asked my exec team for their own take on what makes an awesome Board member. Here are some quick snippets from them where they didn't overlap with mine:

  * Ethical and high integrity in their own jobs and lives

  * Comes with an opinion

  * Thinking about what will happen next in the business and getting management to think ahead

  * Call out your blind spots

  * Remembering to thank you and calling out what's right

  * Role modeling for your expectations of your own management team

  * Do your prep, show up, be fully engaged, be brilliant/transparent/critical/constructive and creative. Then get out of our way

  * Offer tough love...Unfettered, constructive guidance – not just what we want to hear

  * Pattern matching: they have an ability to map a situation we have to a problem/solution at other companies that they've been involved in – we learn from their experience...but ability and willingness to do more than just pattern matching. To really get into the essence of the issues and help give strategic guidance and suggestions

  * Ability to down 2 Shake Shack milkshakes in one sitting

  * Colorful and unique metaphors

Disclaimer – I run a private company. While I'm sure a lot of these things are true for other types of organizations (public companies, non-profits, associations, etc.), the answers may vary. And even within the realm of private companies, you need to have a Board that fits your style as a CEO and your company's culture. That said, the formula above has worked well for me, and if nothing else, is somewhat time tested at this point!

# MBA Mondays: Where To Go Next?

We just wrapped up a series on The Board Of Directors which was preceded by a series on The Management Team. I have come to like the series format for MBA Mondays because it allows me to plan out a series of up to ten posts in a row and then work on them one at a time. It is a lot easier than coming up with a new topic every week.

I have done a total of 114 MBA Monday posts including a number of series; Accounting, Budgeting, Employee Equity, Mergers and Acquisitions, Financing Your Company, The Management Team, and The Board Of Directors. Looking back at all of those posts, we've covered a lot. It's been rambling at times and highly structured at times. There is a lot there.

But the question for me is "where do we go next?" What topics interest all of you? I'd like to keep going in the series format, so ideally these topics would be meaty enough to justify a series and not just a post.

Please leave your suggestions in the comments.

# MBA Mondays Series: Human Capital

When I asked everyone where to go next last Monday, I got a ton of great suggestions. But at the top of the list, with 24 upvotes was this one by Robert Holtz:

_How about the job of recruiting talent?_

_Finding/attracting the right key people, where to go to find good hires, getting headcount dialed in right at various stages of development, in-house versus outsourcing (when to do or not to do each), good hiring practices (i.e. interviewing, evaluating, selecting new hires among candidates), and also the evolving VC's role (some, as you know, are not just advising in this area but actively functioning as a recruitment partner/talent agency)._

So over the next roughly ten Mondays we will explore the issue of Human Capital on MBA Mondays. This is indeed a huge one. Possibly the single most important thing you will face in building a business.

It is not my sweet spot. I'm more of a product, strategy, finance person. But I've developed a huge appreciation for the role of human capital in a startup over the 25 years I've been in the venture capital business and I spend as much time on this as anything else these days. So I am going to give it my best shot and then call in the experts.

Here's a basic outline (taking a lot from Robert's comment):

– The importance of culture and fit when hiring

– Where to find strong talent

– Optimal headcount at various stages

– Best hiring practices

– How to leverage your partners (including your investors) in the hiring process

– Guest posts from several top HR/CPO executives

– Guest posts from several recruiters

– Guest posts from several CEOs who excel in this area

It should be a good series. I am looking forward to it.

# MBA Mondays Series: People

Based on the feedback I got on this topic last week, I've revised the title of the series and the topics we are going to cover.

The series will be called People. Human Capital is a turnoff. Businesses are all about people. And people aren't capital.

I've added posts on retention and asking someone to leave the company.

So here is the schedule of posts:

– The importance of culture and fit when hiring

– Where to find strong talent

– Optimal headcount at various stages

– Best hiring practices

– Retention

– Asking somone to leave your company

– How to leverage your partners (including your investors) in building and managing a team.

We also have lined up guest posts from Donna White, Dr Dana, Angela Baldonero, Susan Loh, and Chad Dickerson.

Should be a great series. I am looking forward to writing and reading it. It will go on for the next three months.

# MBA Mondays: Culture And Fit

Kicking off our series on People, I am going to talk about the importance of culture and fit in the hiring process. What I have to say on this topic is mostly aimed at companies that are going from five employees to five hundred employees, but I do believe it is applicable to companies of all sizes.

I want to start with something I wrote in another MBA Mondays post, on the management team:

_Companies are not people. But they are comprised of people. And the people side of the business is harder and way more complicated than building a product is. You have to start with culture, values, and a committment to creating a fantastic workplace. You can't fake these things. They have to come from the top. They are not bullshit. They are everything. There will be things that happen in the course of building a business that will challenge the belief in the leadership and the future of the company. If everyone is a mercenary and there is no shared culture and values, the team will blow apart. But if there is a meaningful culture that the entire team buys into, the team will stick together, double down, and get through those challenging situations._

So this is what you want to create in your hiring process. Some entrepreneurs and CEOs buy into "hire the best talent available" mantra. That can work if everything goes swimmingly well. But as I said, it often does not, and then that approach is fraught with problems. The other approach is hire for culture and fit. That is the approach I advocate.

Hiring for culture and fit does not and should not mean "hire a bunch of white guys in their late 20s and early 30s." Diversity should be a core value of the team building process. There are many reasons for this but most importantly you want a diversity of thought, experience, mindset, and angle of attack.

Don't hire a token woman. Hire as many women as you can. Don't hire a token person from another country. Hire from all around the world (and become an expert in our bullshit immigration system). Don't hire a token "gray haired" type. Hire up and down the age and experience spectrum.

But most importantly, hire people who will enjoy working together, who fit well together, who will make each other better. This is what hiring for cultural fit means. You start with the founding team and build on top of that. If your engineering team is serious and likes to work until midnight every day, you want to consider that when hiring new engineers. A new engineering team member who wants to go out drinking after work every night is not going to be a good fit on that team.

You also don't want to create silos in your organization. I see companies where the engineers sit on one side of the office and the sales people sit on the other side of the office. And it is like two different companies. That can create issues and cultural divides. It is tempting to set things up like this because sales teams are loud and animated and engineering teams tend to be quiet and serious. But try to connect these different parts of the organizations in as many ways as you can. Make sure everyone is on the same team and enjoys working together.

So when hiring, you must start with what you already have. Take measure of the vibe of the company, the work habits of the company, the strengths and weaknesses of the current team. It's like a jigsaw puzzle that is only half built. You are looking for the next piece that will fit nicely into what is already there.

This jigsaw puzzle analogy is why it is hard and a bit dangerous to hire up super fast. You can fit one new puzzle piece into an existing puzzle fairly easily. But if the puzzle is a moving target because so many pieces are coming in at once, it gets a lot harder. And it is likely you will make a bunch of bad hires who don't fit well into the organization. And when they leave the company, it will be your fault, not theirs.

It helps a lot to have a one pager that outlines the core values of the company. I just saw our portfolio company Twilio's version of that. They call it "Our 9 Things." I wish I could publish it here but I don't have permission from Jeff and so I will resist the urge. It has things like "think at scale" and "be frugal" on it. You get the idea I hope. This "guiding light" is a framework for the culture and values of the organization and each new hire should be assessed against the framework to make sure the fit is good.

You, as the founder and CEO, can drive this for a bit. Maybe up to the first twenty or thirty hires. But you are going to need help as the company grows because this is hard, really hard. So getting a person hired onto the team who is totally focused on the team and team building is critical. And make sure they are a good cultural fit when you make that hire. Because they are going to be the torch carrier for your culture along with you. It will be among the most important hire you will make in you startup. More on that to come as this series develops.

# Twilio's Nine Things

In the last MBA Mondays post talking about company culture, I wrote:

_It helps a lot to have a one pager that outlines the core values of the company. I just saw our portfolio company Twilio's version of that. They call it "Our 9 Things." I wish I could publish it here but I don't have permission from Jeff and so I will resist the urge. It has things like "think at scale" and "be frugal" on it. You get the idea I hope. This "guiding light" is a framework for the culture and values of the organization and each new hire should be assessed against the framework to make sure the fit is good._

Well it turns out that Twilio published their "9 things" on their website this week and so I can now publish them here.

I like that they published them in the form of a telephone dialpad. For those that don't know Twilio makes telephony work easily in web and mobile apps. Putting the 9 things in this format makes a statement in itself about their culture.

These need not and should not be your company's values, although it is likely that you may share a number of these values with Twilio. The point is to articulate what your culture is about and put it front and center so that everyone knows what they are.

Nicely done Twilio.

# MBA Mondays: Where To Find Strong Talent

One of the most vexing problems entrepreneurs face is where to find strong talent for their companies. The kind of people you want to hire for your company are in short supply and they are rarely out looking for a job. You have to go find them and recruit them to join your team. But where to look?

Here are some suggestions:

1) People you know and people your team knows. This is the most obvious but also often the most fruitful source of talent. I know an entrepreneur who asks everyone he hires this question on their first day on the job, "who is the most talented person you have ever worked with and whom you would love to work with again?." He then adds that person's name to his list of people he is trying to recruit to his company. It is that kind of dedication to sourcing talent that is required to build the strongest team.

2) People who work for your competition. I often tell entrepreneurs that they are overly focused on their competition and that they should spend less time watching the competition and spend more time focused on their own game plan. But there is one place that watching the competition closely pays off. If you find a sales talent who keeps winning deals from you or a product talent who is making your competitor better, you should see if you can recruit them to leave your competitor and join your team. There can be issues with non-competes but the truth is that non-competes are often unenforceable unless they have been properly structured and most are not.

3) Companies that have been recently purchased. When a company is sold, the team is in play. Buyers know this and structure the deals to lock up key employees. But the combination of having had a decent payday on the purchase, having to wait a bit for the stay package to pay off, and the dread of working for a big, slow, bureacratic company is often enough to cut them loose. When a company sells, find out who the stars are on that team and go after them. It might take a bit of time to get them, but keep trying. They will free up in time.

4) Other parts of the country and the world. This is particularly true if you are operating in a hypercompetitive talent hub like NYC or Silicon Valley. The best talent is often locked up by the big companies in the neighborhood. I have seen our portfolio companies do incredibly well by locating super talented folks working in other parts of the country or the world and relocating them to NYC of SF. They find these folks on places like Stack Overflow, Behance (both are USV portfolio companies), Dribbble, and GitHub. Relocating someone from another part of the country often means making their relocation painless with financial incentives and also things like helping a spouse find a job. Relocating someone from another part of the world means all that plus navigating the immigration system. It is painful to do all of this but it is often worth it to get the right type of person for your company.

5) Colleges. You cannot fill your entire company with young folks graduating from college. You will need people with experience and management skills on your team. But you can supplement senior talent with people just starting out in their career. And the one pool of talent where everyone is looking for a job is the senior class at a college campus. I had an investment in a company back in the 90s that had a high paid sales force that wasn't getting the job done selling the company's product. The CEO fired the entire sales force and replaced them with an army of smart, inexperienced college grads who were hungry and scrappy and sales took off. That move won't work for everyone but it sure worked for that company. It is often surprising what young folks right out of school can do with the right management.

If you want to focus some of your recruiting efforts on college grads, I would encourage you to set up an internship program for students to work at your company prior to being hired. There are all sorts of ways to do this. One of our portfolio companies offers seniors in college the opportunity to work for them 10 hours a week during senior year. They then offer the best ones full time jobs upon graduation. There are also programs like HackNY that can bring great summer interns to your company.

6) The big companies in your market. This one is a little dangerous because you can find a lot of people "resting and vesting" in big companies and you don't want to hire that kind of talent. But the fact is that when companies like Google, eBay, Yahoo, and yes, even Facebook, get big, they become the wrong place to work for the scrappy fast moving entrepreneurial types. The early employees get itchy and can be cut loose. Focus your recruiting efforts on folks who have been at these companies three years or more because at that point they will have vested into the majority of their initial stock grant and will have weaker "golden handcuffs."

7) Your investors. The truth about venture capital firms is that as much as anything else, they are recruiters. I don't think a day goes by in our firm where someone isn't doing some form of recruiting. People who want to get their "resume on the street" will often come by and let us know they are looking around. We get tips from all across our network that someone is good. We reach out to them, take them to lunch, and get to know them. And then we route all of the talent we are seeing to the places in our portfolio where they are the best fit. If your investor isn't helping you find talent, then they aren't doing their job.

So those are some places to go to in order to find strong talent. Don't expect that you will be able to find people easily. Recruiting is a full time job for many people. Even if you can't make it your full time job, you must work on it every day, and be thinking about it all the time. You need a strategy, a process, and a committment to the process. It will bear fruit over time if you are patient and committed.

# MBA Mondays: Optimal Headcount At Various Stages

This is the third post in the MBA Mondays series on People. The number of people you have in your company at any time is a very important part of getting the company building process right. Too many and you will slow things down, burn through too much cash, and increase management overhead for no real benefit. Too few and you will be resource constrained and unable to grow as fast as you'd like.

I will say upfront that different types of businesses will require different employee bases and that my experience is really limited to software based businesses and within that sector, mostly consumer internet projects. So if you are working outside of the software business, I am not sure how useful this post will be.

I have a strong bias on this topic and that is that less is more. Time and time again I have seen the entrepreneur who wants to hire quickly fail and I have seen the entrepreneur that is a bit slow to hire succeed. If you took the time to corrrelate success in all of the venture investments my various firms have made over the years with one variable, it might be most highly correlated with a slow hiring ramp, at least in the first few years of company building. Being resource constrained can be a very good thing when you are just getting started. It forces you to focus on what's working and get to the rest of the vision later on.

I have tackled this topic of headcount before in the post on Burn Rate. This is what I said:

_Building Product Stage – I would strongly recommend keeping the monthly burn below $50k per month at this stage. Most MVPs can be built by a team of three or four engineers, a product manager, and a designer. That's about $50k/month when you add in rent and other costs. I've seen teams take that number a bit higher, like to $75k/month. But once you get into that range, you are starting to burn cash faster than you should in this stage._

_Building Usage Stage – I would recommend keeping the monthly burn below $100k per month at this stage. This is the stage after release, when you are focused in iterating the product, scaling the system for more users, and marketing the product to new users. This can be done by the same team that built the product with a few more engineers, a community manager, and maybe a few more dollars for this and that._

_Building The Business Stage – This is when you've determined that your product market fit has been obtained and you now want to build a business around the product or service. You start to hire a management team, a revenue focused team, and some finance people. This is the time when you are investing in the team that will help you bring in revenues and eventually profits. I would recommend keeping the burn below $250k per month at this stage._

_A good rule of thumb is multiply the number of people on the team by $10k to get the monthly burn. That is not the number you pay an employee. That is the "fully burdended" cost of a person including rent and other related costs. So if you use that mutiplier, my suggested team sizes are 5, 10, and 25 respectively for the three development stages listed above._

So 5 or less while you are building product, 10 or less when you are finding product/market fit, and 25 or less while you are working on generating revenues and locking down the business model. That's a rule of thumb for software based businesses that don't require a large direct sales force or some other significant labor cost.

Of course, there are all sorts of reasons why these numbers might not work for your business. This is just a "rule of thumb". You can use it as a baseline to think about whether or not you need those extra heads. But you might convince yourself that you do. And you may be right.

But above all else, restrain yourself from hiring early on. Just because you can does not mean you should. Team dynamics are easier in a small group. They get harder in a larger group. Things don't happen as quickly in larger groups. More management overhead is needed. All of these things work against you as a startup trying to get somewhere before someone else does. So hire slowly and wisely instead of quickly. You will be happy you did.

# MBA Mondays: Best Hiring Practices

Hiring is a process and should be treated as such. It is serious business.

The first step is building a hiring roadmap which should lay out the hiring plan over time by job type. This should be built into your operating plan and budget. You want to be very strategic about how you invest your scarce resources into hiring and think carefully about when you need to add resources.

Once you have done that, you want to have a system for opening up these positions for hire. This should not be done lightly because each position will require a fair bit of work by a bunch of people to hire for. Don't open up your hiring process lightly.

The first step in opening up a position for hiring is to define the position you are looking for. Most companies call this a job specification (or spec). The spec should outline the role that is being filled and the characteristics of the person who will be successful in the job. Here is a job spec for a brand strategist job in Twitter's office in NYC. If you click on that link, you will see that it starts with a high level description of the role within the context of the larger Twitter organization. Then it gets into what it will take to be successful in the role. Then it lays out specific responsibilities and finishes with the background and experience that Twitter is looking for in the candidate.

The manager who is directly responsible for the person being hired should draft the job spec and it should be signed off on by the CEO and whomever is in charge of HR (which could be the CEO in a small company). Once this job spec is published on your jobs page, this position is officially open for hire and the process begins.

Your company should have a jobs page. Even if you are a five person startup, you should have one. It should articulate what it is like to work at your company and list any open jobs. It should be linked to at the bottom of your webpage, right next to the link to your about page. This is important. Don't put it off. Here is Etsy's "careers page". It's a good example of what you want to do on your jobs page.

There are web-based solutions to get your open positions onto your jobs page, track the candidates through the hiring process, and provide workflow for your hiring team. In the industry vernacular, these systems are called Applicant Tracking Systems (ATS). Many of our portfolio companies use Jobvite, but there are plenty of other options out there as well. You do not need to build this stuff yourself.

Once the position is open, you want to crank up the sourcing process. We talked about where to find strong talent two weeks ago. Do not take the "put the job opening up and let the applicants come" approach. That will not get you the best people. You must go out and find the talent you want to hire. You can use your existing team, that is where the best leads always come from. You can use your network. You can use recruiters, both contingency and retained, and you can use services like LinkedIn and Indeed. You want to cast a wide net and work hard to source the best candidates you can. This is a time intensive process. Many companies will hire an in-house recruiter to help with this process, particularly when recruiting engineers, designers, and product talent. I've seen companies as small as ten employees bring on in-house recruiters. I am a big fan of making that investment because it pays dividends in terms of better talent.

Once the candidates start coming in, you will need to vet them to determine who gets an interview and who does not. Someone inside the company must lead this process. If there are HR resources, this vetting process starts with them. But the manager who is hiring for this position must be directly engaged in this vetting process. A HR professional can identify the candidates who don't come close to meeting the requirements of the job and filter them out. But the hiring manager should go through the applications of everyone who is close to being a viable candidate. He or she knows best what the job entails and can make the kind of "gut calls" that often lead to the best candidates.

You will want to interview a decent number of folks for every position. There are no hard rules for this, but the more people you meet, the better job you will do with the hire. Of course you can't meet everyone. Many companies like a 15 minute phone call (the phone screen) as the first filter into the interview process. A skype video call is also a good way to do this. At USV we have experimented with a video application (using a service called Take The Interview), with good results. The phone or video screen is an efficient way to identify the small group (a half dozen to a dozen) that you will want to do a face to face interview with.

Once you get to face to face interviews, you will want to figure out how to get as many folks in the company to meet the candidates as possible. Our portfolio company Return Path has each candidate meet with four to eight employees during their interview process. That is a lot but Return Path makes a huge investment in team, culture, and their employees and they feel it is worth it. It may be worth it for your company as well.

Many employees don't know how to interview and you should teach them the basics as well as educate them on what you are looking to learn from their interview. Some training on interviewing as well as a quick feedback form for each employee to fill out will provide consistency and clarity from the employee interview process.

Most CEOs I know interview every hire their company makes until they get to be more than 100 employees (or more). Even if you have a head of HR and a top notch recruiting team, the responsibility for hiring is yours and yours only. A bad hire is your fault. A good hire is your success. So do not abdicate your responsibility to make the final call on each hire until your company is developed enough and strong enough to start making these hires themselves. This is how you build a great team, a great culture, and a great company.

Once the successful candidate is identified, you will want to do some checking on the person. I am a fan of making reference calls on everyone. They are not that hard to do and you will learn more from them than any other source of background checking. LinkedIn is particularly good for this. If you connect to the candidate on LinkedIn, you can quickly figure out who you know that knows them. Call those people and do your homework. It is also pretty wasy to do a simple background check for criminal or civil information. We don't do that at USV but I know a lot of companies that do it as a matter of good corporate practice.

When you are ready to make the hire, you must prepare an offer letter. The offer letter will outline the compensation you are offering and any other salient terms of the employement offer. Have your lawyer help you draft the first one you send out and use it as a template for all future hires. Offer letter are written agreements between you and the employee and treat them as such. Sign the employment offer and have the employee sign it to acknowledge that they are accepting it.

That's the hiring process. Done right, it involves a huge investment in each and every position. So many startups cut corners on it because they simply don't have the time or the resources to do it right. I would encourage everyone to take a step back and think about the costs of not doing it right and commit themselves and their companies to doing it right. You will see the benefits in time. And they are large.

# MBA Mondays: Retaining Your Employees

I hate to see employees leave our portfolio companies for many reasons, among them the loss of continuity and camaraderie and the knowledge of how hard everyone will have to work to replace them. Many people see churn of employees in and out of companies as a given and build a recruiting machine to deal with this reality. While building a recruiting machine is necessary in any case, I prefer to see our portfolio companies focus on building retention into their mission and culture and reducing churn as much as humanly possible.

There isn't one secret method to retain employees but there are a few things that make a big difference.

1) Communication – the single greatest contributor to low morale is lack of communication. Employees need to know where the company is headed, what they can do to help get there, and why. You cannot overcommunicate with your team. Best practices include frequent one on ones between the managers and their team members, regular (weekly?) all hands meetings, quick standup meetings on a regular basis for the teams to communicate with each other, and a CEO who is out and about and available and not stuck in his/her office.

2) Getting the hiring process right – a lot of churn results from bad hiring. The employee is asked to leave because they are not up to the job. Or the employee leaves on their own because they don't enjoy the job. Either way, this was a screwup on the company's part. They got the hiring process wrong. The last MBA Mondays post (two weeks ago) was about best hiring practices. Focus on getting those right and you will make less hiring mistakes and experience less churn.

3) Culture and Fit – Employees leave because they don't feel like they fit in. Maybe they don't. Or maybe they just don't know that they do fit in. Another post in this series on People was about Culture and Fit. You must spend time working on culture, hiring for it, and creating an environment that people are happy working in. This is important stuff.

4) Promote from within. Create a career path for your most talented people. The best people are driven. They want to do more, develop, and earn more. If you are always hiring management from outside of the company, people will get the message that they need to leave to move up. Don't make that mistake. Hire from within whenever possible. Take that chance on the talented person who you think is great but maybe not yet ready. Work with them to get them ready and then give them the opportunity and then help them succeed in the position. Go outside only when you truly cannot fill the position from within.

5) Assess yourself, your team, and your company. We have discussed various feedback approaches here before. There is a lot of discomfort with annual 360 feedback processes out there. There is a growing movement toward continuous feedback systems. Whatever the process you use, you must give your team the ability to deliver feedback in a safe way and get feedback that they can internalize and act upon. You must tie feedback to development goals. Feedback alone will not be enough. Build a culture where people are allowed to make mistakes, get feedback, and grow from them. I have seen this approach work many times. It helps build companies where churn rates are extremely low.

6) Pay your team well. The startup world is full of companies where the cash compensation levels are lower than market. This results from the view that the big equity grants people get when they join more than makes up for it. There are a few problems with this point of view. First, the big option grants are usually limited to the first five or ten employees and the big management positions. And second, people can't use options to pay their rent/mortgage, send their kids to school, and go on a summer vacation with the family. Figure out what "market salaries" are for all the positions in your company and always be sure you are paying "market" or ideally above market for your employees. And review your team's compensation regularly and give out raises regularly. This stuff matters a lot. Most everyone is financially motivated at some level and if you don't show an interest in your team's compensation, they won't share an interest in yours (which is tied to the success of your company).

I believe these six things (communicate, hire well, culture matters, career paths, assessment, and compensation) are the key to retention. You must focus on all of them. Just doing one of them well will not help. Measure your employee churn and see if you can improve it over time. A healthy company doesn't churn more than five or ten percent of their employees every year. And you need to be healthy to succeed over the long run.

# MBA Mondays: Asking An Employee To Leave The Company

I don't like using terms like "fire" or "terminate." To me they have too much emotion attached to them to be appropriate when splitting with an employee. I like to say that "fred was asked to leave the company" or "fred, we need you to leave the company." That works better for me and, I think, it also works better for the person who is being asked to leave the company.

But more than how to say it, I think how you do it is paramount. Here are some simple rules along with some color commentary on each:

1) Be quick – once you've made a decision to let someone go, move quickly to do it. Don't procrastinate. Do get things buttoned up (terms of departure, departure date, how it will be communicated, etc) but once you've got things in order, have the conversation.

2) Be generous – Unless the employee has acted in extreme bad faith or done something terribly wrong, I like to be generous on the way out. I like to give some severance even if it is not required by company policy or contract. I like to vest some stock that may not be required to be vested. I like to paint the departure in as favorable light as possible. And I like to say good things about the person once they are gone. I like to be generous in financial terms and emotional terms. It makes things go easier for everyone.

3) Be clear – Do not beat around the bush. Start the conversation with the hard stuff. They will be leaving the company. Be clear about when and how. And be clear about the financial terms and other aspects of the separation. Do not mince words and do not say confusing things. Most employees in this situation will ask for reasons. Have them lined up in advance and be clear and crisp when describing the reasons. The reasons for a split do not have to be the employee's fault. They can, and often are, the company's fault. In startups, employees are almost always at will and it is the CEO's right to ask anyone to leave the company for any reason. So just be as honest as possible, be clear and crisp about the reasons, and don't turn this into a long involved discussion.

4) Get advice – There are some situations where the company has some potential legal exposure in these situations. When you are a small company, ask your lawyer about the specific situation so you know when you have one of them on your hands. When you are a larger company, your HR team should know when you have one of these situations on your hands. But make sure you are appropriately advised about a departure before sitting down and having the conversation. In the off chance you have a tricky situation, you will need to handle it differently and you will need advice on how to do that beyond what is written in this post.

5) Communicate – Once the employee has been told about their departure, you should immediately communicate it to those who will be affected in the company. For executives and co-founders, that means the entire company. So figure out how you are going to have that conversation immediately after you have the conversation with the departing employee. Be consistent with your messaging. Don't tell a departing employee one thing and the team another. People talk. And they will quickly figure out that you are spinning, bullshitting, or something worse if you give different messages.

When an employee is asked to leave the company there are two constituencies you need to think about. The first is the departing employee. The second are the remaining employees. How you deal with the departing employee will be noticed by the remaining employees. Even if the departing employee was not liked, a bad cultural fit, or worse incompetent, the remaining employees will have some empathy for them on the way out and if you handle it well, that will send an important message to the team. I find that a lot of inexperienced managers miss this nuance and it hurts them. They think they need to "look strong" to the team. They do. But they also need to look fair and humane. This is a big opportunity to do that.

I will finish with a few words aimed at the boss' own psyche and then suggest some further reading on this topic.

Asking someone to leave the company is never easy. I don't know anyone who enjoys doing it. But it comes with the territory. You don't have to learn to like it, but you have to learn to do it well. The thing that helps me and, I believe, helps everyone in this situation is knowing that you are doing the right thing for the company, the remaining team, and all the stakeholders in the business including customers, partners, investors, etc. When you put it in those terms, doing this unpopular chore becomes a bit easier.

If you'd like to read more on this topic, I think Ben Horowitz has written well on this subject a few times. I found these links below from Ben's writings and would encourage you to go and read them.

Preparing To Fire An Executive

Demoting A Loyal Friend

Lies That Losers Tell

# MBA Mondays: Leveraging Your Partners To Grow And Develop Your Team

This is the final post I am writing in this MBA Mondays post on People. Next week we will start with the guest posts and I've lined up about a half a dozen of them. I am going to finish off my posts with something I know a fair bit about which is leveraging your partners to grow and develop your team.

In talking about "your partners", I will focus on your investors, because that is what I am. A VC. Most of this advice can be used to a degree with other partners, advisors, independent board members, consultants, etc.

There are a lot of investors who can write checks. But there are not a lot of investors who can help you build and manage a team. If you have a choice in your investors, which not everyone will have, you should select investors who can do the latter.

The best investors, the ones who have been at it for a while and have great reputations, will have a large network of people they have worked with over the years. Their network will also include people who they want to work with and who want to work with them. They can and do play matchmaker between their network and their portfolio companies. I suspect the partners at USV spend at least 25% of our time on things that would be considered "recruiter" functions. And we should probably spend more of our time on this. I don't know of a better way to positively impact the performance of our investments.

But not every portfolio company gets equal benefit out of our recruiting function. Like all things in life, the squeeky wheel gets the oil. We love all of our investments equally but some demand our time and attention and others do not. The ones who demand get. The others get too, but not as much. So rule #1 is demand that your investors help you grow and develop your team. Ask for results, expect results, get results.

Rule #2 is to be very specific about what you want and request help in frequent small asks. One of our portfolio companies that I am actively involved with sends me an email each week with up to three specific asks. No more than three. I can do three each week. What I can't do is a vague open ended request once in a while with a very large ask.

Rule #3 is to communicate actively with your investors. Make sure they know what you want and what you don't want. I know a lot of investors who spam their portfolio companies with resumes. That is not helpful. Make sure your investors know the jobs you are actively recruiting for. And let them know about the roles you are "opportunistically" recruiting for. And most importantly, make sure they know what you are not looking for and why. When you get resume spam, instead of ignoring it and deleting it, reply back with a courteous but clear message about why that was not helpful.

Rule #4 is to selectively engage your investors in the recruiting process. Use them when they can help. Use them to close an important candidate. Use them to get a second or third opinion on a particularly important hire. Don't give your investors control over your hiring decisions but engage them as trusted advisors. As the Gotham Gal likes to say "you get what you give." Give someone a role and a feeling of being involved and you will get help.

Rule #5 is to expose your investors to your team. Give them a sense of the culture of the company and the composition of the team. Give your best and brightest "air time" with your investors. Your employees will like it and so will your investors. I really enjoy being invited to speak to an all hands meeting, or to have lunch with the team, or to go play paintball with a couple portfolio companies. It allows me to help with retention, it allows me to think more clearly about who might fit with the team, it allows me to help the company in more ways, and most of all, it makes me feel good about the work that I am doing.

There is a limit to all of this. You should not let your investors become too engaged in the company. You and your team must run the company and there needs to be a very clear line between what is advice, assistance, and help and what is a shadow management function. If your investor is running your management team meeting, you know you've crosssed the line. That is a bad place to be.

But many entrepreneurs overcompensate for this by stiff arming their investors and that is a mistake too. You can't do everything yourself. Your investors can help. They operate at 30,000 feet and as a result they see a lot more of the markets that matter to you than you do. That includes the market for talent. So leverage them in the war for talent. Use them wisely. And you will see that it will pay dividends.

# MBA Mondays: Guest Post From Donna White

Now we start the guest post part of this MBA Mondays series on People. First up is AVC regular Donna White. In this post, Donna explains that recruiting is fun if you approach it the right way. I know many founders who don't really enjoy recruiting so this post is for all of you.

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**Recruiting is Fun!**

**My husband convinced me to use this title for my post. This is his observation of how I approach my work as an executive recruiter.**

**I can honestly say that I do find recruiting to be fun. Perhaps this why it is still fresh and interesting to me after close to two decades. Don't get me wrong, recruiting is hard and strenuous work. I probably don't have to tell most of you this. Yet, the more challenging it is, the more I seem to enjoy it.**

**This is one of the many reasons I am attracted to recruiting for startups where you have to hold both the present and the future in your head at the same time and, simultaneously, be both visionary and pragmatic, among other challenges.**

**Here is an excerpt from a Twitter exchange that I had with AVC regular,** Aaron Klein **, Founder/CEO of** Riskalyze **:**

**Aaron's words represent what I enjoy most about recruiting. It wasn't until after this exchange that it occurred to me – these words could also describe running a startup: challenging, exhilarating, high stakes.**

**As I thought about writing this post, I wondered if, in general, people for whom recruiting is part of other responsibilities have a different perception than I do as a professional recruiter. I used the** Honestly Now **site (** Tereza Nemessanyi **, Founder/CEO) and** Quipol **(** Max Yoder **, Founder) to do some cursory research. As of this writing, the votes on whether or not people enjoy recruiting are about 50/50 from both sources (excluding those who chose "none of the above"). Perhaps, not conclusive, but indicative.**

**I thought it would be interesting to bring the Quipol over to this post so that AVC readers could also chime in:**

**In the end, it is not my enjoyment of the work of recruiting that represents my true motivation.**

**The true motivation and why it is a passion is summed up in a statement made by Fred in another MBA Mondays** post **earlier in the year: "Building the business largely means building the management team. They are one and the same." I have a passion for helping entrepreneurs build businesses.**

**Fred's words represent why many of you who are founders and/or CEOs have shared in the AVC comments that recruiting is one of the most important things that you do. In questioning** William Mougayar **(Founder/CEO,** Engagio **) about his underlying motivations in recruiting, one of the reasons that he gave was: "I need to find the best talent that can give me a competitive advantage."**

**It is not a matter of whether or not you enjoy it, it is something that needs to be done. The life of your company depends upon it. As Aaron said, the stakes are high.**

**There are a number of directions that I could take from here, but I am going back to the beginning of the post. It would be understandable if you thought "So what! Who cares whether or not recruiting is enjoyable. It just needs to get done."**

**Even for me, as someone who does enjoy recruiting, the enjoyment in itself is not what motivates me. However, enjoyment is a huge contributing factor toward excelling in my work and approaching a client's hiring need with excitement and enthusiasm. I believe that doing something that you enjoy turns out a better quality product on a more consistent basis. Attitude and perspective in recruiting influence results and may even produce a better team in the long run.**

**Some ideas for transforming your perception of recruiting:**

**Recognize recruiting as a source of opportunity beyond hiring.** **The insights gained, and discoveries and contacts made during the recruiting process can be an invaluable investment into your business. For instance, you may learn of business opportunities, build your network, gain market intelligence, be exposed to new ways of thinking and of doing things, and introduce your product to people who will become evangelists.**

**Use the activities involved in recruiting to strengthen abilities that will contribute to your overall effectiveness.** **There are elements of recruiting that you probably already enjoy and that exercise the same abilities that you use in other aspects of running your business, such as: creating something out of nothing, analyzing and solving problems, devising strategies, making new contacts, crafting and relaying your company's story, negotiating and closing deals.**

**Think of your staffing need in terms of an opportunity rather than filling a job.** **What is the opportunity that you are presenting and why is it great? What problem is being solved by this hire? What challenge is being met? What opportunities will your business be better positioned for?**

**Create a recruiting culture.** **Build elements of recruiting into the fabric of your business and use this to galvanize your team and increase their engagement. More in this** post **.**

**The goal I had in writing this post was to share my enthusiasm for recruiting in the hope that some of you will be inspired and will take a fresh look at recruiting. One thing I appreciate about this community is that a post doesn't need to supply all the answers and typically merely serves as a conversation starter. I look forward to where you take this. Carry on, please...**

MBA Mondays: Guest Post From Angela Baldonero

Angela is SVP of People and Client Success at Return Path. She joined Return Path over five years ago to focus on the People job and she has added responsibilities since then. I asked Angela to write one of the guest posts in this series on People because she and Matt Blumberg have built one of the most impressive cultures I have seen and I asked her to tell us how they did it.

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Just Say No

When Fred asked me to guest blog, I asked if there was a particular topic he wanted me to focus on. Fred replied "write about the single biggest move you and Matt made at Return Path to impact culture, teamwork, and development throughout the organization."

For me, the biggest shift that we made was when we decided to stop trying to be like every other company and to instead actively resist changes that would not make sense for us. We started saying no, regularly and forcefully, to policies, systems and procedures that many companies adopt as they grow.

Return Path was on a path to becoming a standard, if better-than-average company, with fun perks and all the systems and programs that you're supposed to implement as you grow. However, that also meant that there was a demand for more policies and rules, it was getting harder to make decisions and people were often frustrated with the pace at which things got done. Collaboration was sometimes confused with consensus and creativity was getting stifled. There was a better way forward where people make good decisions without a phone book of instructions.

The day we committed to no, we were at an executive team offsite and trying to figure out how to implement some changes that would give more power to individuals to get stuff done. We kept getting caught up in the inevitable "What if someone screws up or makes a bad decision?" discussion. But then we stopped because we realized that we'd spent enough time on problems and exceptions. What if we turned the entire conversation around and focused on managing to the top? What if everything we do is focused on our top performers, the people we trust, the people who make great decisions, the people who can think critically and creatively and as a result can handle a bit of ambiguity? We set out to say no in four key areas.

 Just Say No to Useless Brilliance

We've all worked with that brilliant person that the organization thinks it cannot live without. Unfortunately, that brilliant person can't communicate or work on a team. So, most organizations put them in a box in an attempt to minimize the damage they inflict on the organization. But it never works because the boxes pile up and so do the silos. And no matter how well constructed the box is, that brilliant person can simultaneously demotivate 20 co-workers AND usually doesn't contribute much in the silo. It's not worth it. We don't tolerate brilliant assholes.

 Just Say No to Policy Paralysis

Policies and rules are created to guard against people doing stupid things to control time and resources. Examples: paid time off, sick time, expenses, work hours, comp, social media, dress code, discipline and — my favorite — "the code of ethics." The reality is, with clear direction 99% of our people make great decisions every day. The couple of misses we've had have been quickly resolved after a clarifying conversation. Instead of locking things down, we set them free. We've said no to creating a policy for every situation we might encounter. Instead, we have unlimited vacation and sick time. We have a common sense expense reimbursement philosophy ("spend the money as if it was your own").

 Just Say No to Values Dilution

This is the toughest category and the one that requires the most courage. Saying no to things that conflict with your organization's values is essential to ensuring your culture is alive and thriving. Not paying attention will quickly lead to meaningless values posted on the wall. For example, we value transparency which means we share the good, the bad and the ugly openly (and often). Our commitment to transparency was dramatically tested when we decided to spin off part of the business and needed to decide if we should alert staff ahead of a formal sale. We did what most companies wouldn't – we told the staff. It was such a unique approach that we got written up in Inc. magazine (see article). Our value – up there, on the wall – is that we say no to secrecy and withholding. If we hadn't told the staff about the transition we would not have been living that value. And everyone would have known it.

 Just Say No to Executive Dysfunction

We've all seen the all-important and all-knowing executive team. The team that has all the answers and yet isn't able to execute. I've seen too many executive teams where personal relationships and politics are the real business drivers behind-the-scenes. Business is done over cocktails, after hours and not in broad daylight. Personal agendas trump team goals. People smile and nod politely in meetings, then leave the meeting and corner the CEO to say what they "really think." At Return Path, we are fiercely committed to the health of the executive team. We check in with each other on our individual and team development and are rigorous about giving each other feedback and holding each other accountable. We work with a team coach (Marc Maltz) to work through the 5 Dysfunctions of a Team and develop our ability to be Multipliers within the organization. We are brutally honest with each other and exhaustive about looking in the mirror. We say no to executive dysfunction, personal agendas and being too busy to live our values. And it is the best team I've ever worked with.

A new world of work is being born around us. Most traditional HR practices are ineffective and irrelevant. The courage to say no to the status quo has given us the freedom to blaze a new path of freedom, flexibility and creativity. And it's a competitive advantage for us. Our turnover is lower than nearly any other company – in our industry or any other industry. Most of our new employees come in as referrals from existing employees. And our application to hire percentage is about 1.5% — meaning Return Path is harder to get into than Princeton.

My advice to you is to set your people free to focus on important, high impact work and solve challenging business problems. That's how companies will win now.

# MBA Mondays: Guest Post From Chad Dickerson

Chad is the CEO of Etsy and I think I'll skip the intro because this post speaks for itself.

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**Recruiting & Culture**

When Fred asked me to write a guest blog post, I told him initially that I was going to write about recruiting and culture. Both are topics that I've learned a lot about in nearly twenty years working in companies of all kinds and contexts: public and private, large and small, struggling and ascendant, on the east and west coasts. As I sat down to write, I realized that how you recruit people and your recruiting approach defines and continually reveals the culture of your company, and it quickly became clear to me that recruiting and culture are yin and yang. In recruiting, a successful outcome usually means a candidate saying yes to your company, and at that moment, the candidate becomes part of the company culture. Below are some of the things I've learned to do over the years when it comes to recruiting and culture.

**Make recruiting a top priority at the CEO level**

Former IBM CEO Lou Gerstner wrote a book about IBM's late-90s turnaround and said: "culture isn't just one aspect of the game, it is the game."" The word "recruiting" can easily be substituted for culture. In my career, I've participated in a number of searches for HR executives and staff. Without fail, the least successful ones were those where the premise was "we need someone/a team to own the culture and/or recruiting." (This is a similar corporate pitfall to looking for someone to "own innovation" but that's another post.) A great head of HR is critically important but culture and recruiting are owned by everyone if they are successful. As Gerstner noted, one of a CEO's most important responsibilities is tending to the culture. To that end, a CEO must not only drive recruiting at the executive level but at any level where it will make the difference in closing a critical candidate. On a practical day-to-day level, that means that I will drop nearly anything I am doing to help close a key candidate. Talent is that important and it's always worth my time.

**Communicate the company vision broadly and directly**

In his legendary recruiting pitch at Apple, Steve Jobs said to John Sculley, "Do you really want to sell sugar water, or do you want to come with me and change the world?" A strong vision can quickly set your company apart from others. In his pitch, Jobs understood the power of the appeal to something larger than simple manufacturing of goods for a particular market. As Antoine de Saint-Exupery wrote, "If you want to build a ship, don't drum up the men to gather wood, divide the work and give orders. Instead, teach them to yearn for the vast and endless sea." Jobs' conversation with Sculley happened 1-on-1, but the forms of communication available today mean that you can communicate the mission and vision of your company more broadly and directly than ever, which is what I did when I blogged in May about our long-term vision for Etsy. It has never been easier to tell your own story and talk about your company directly with the people you want to reach. Talking to the media is good, too, but traditional media outlets have their own publishing schedules, editing quirks, and editorial voices, so you should always keep a direct channel open. On a purely pragmatic level, communicating directly gives candidates a deeper sense of what your company is trying to do and they come into the process knowing what your company is all about, often self-selecting to your mission. I've found that this takes the recruiting process up a level.

**Challenge traditional notions of corporate transparency**

A compelling vision is just the beginning of a conversation. To be successful in recruiting efforts, you have to have tangible substance to what you say. Current and potential staff demand greater transparency into your company than ever before. Typically, candidates want to know two basic things about your company: 1) how is the company doing from a business standpoint? and 2) does this company operate in a way that I can believe in? The second is arguably more important than the first, since performance metrics rise and fall, valuations go up and down, and stock prices fluctuate. Culture and values persist.

Most private companies don't disclose any financial information, but for years now, we at Etsy have been publishing key metrics from the Etsy marketplace in a monthly "weather report." Our main goal in publishing this information is to let the Etsy community know how the marketplace is doing overall, but publishing this data also helps immensely in recruiting. When you're trying to convince a candidate to move across the country or choose between you and a company that holds its numbers close to the vest, providing this kind of information can be the deciding factor.

Measuring how a company operates from a values standpoint is much more challenging than reporting financial numbers because it is inherently difficult and there are few standards. Fortunately, new models are emerging to make such measurements possible. At Etsy, we believe that as a community-based business — a business where our company's success is entirely linked to the success of our larger community — our company should hold itself to a higher standard of social responsibility and transparency. We are not alone, and an entirely new form of business — the "benefit corporation," or B Corp — is developing to address the challenge of running for-profit businesses within a values-based framework. The non-profit B Lab has created a quantitative independent third-party assessment to measure companies' success against rigorous values and responsible practices. Etsy recently took the assessment and qualified to become a Certified B Corporation ™. Any potential employee can see how we measured up by looking at our score on the B Lab web site. We passed, but as you can see, there are areas where we clearly could do better. Diversity is one area for improvement, and we're actively and transparently working to improve our score. Recently, we provided scholarships for women to attend Hacker School to address systemic issues in bringing women into software engineering by providing training. We also announced our support of Code:2040, a program to increase minority representation in software engineering. We are doing all of this in the full view of the world. Over time, our community, staff, and potential candidates will be able to see how our company practices measure up to our stated values and where we are making improvements. I believe top talent is going to increasingly expect this type of transparency and companies that provide it will have a recruiting advantage as they compete against companies that are merely selling the metaphorical "sugar water" from Jobs' recruiting pitch.

**Be patient: "Slow Recruiting"**

Relationships are the currency of recruiting, and while recruits sometimes appear almost out of nowhere and close quickly, the truly great candidates can take a long time. John Allspaw runs technical operations at Etsy and I think John is the best in the world at what he does. When I hired John at Etsy in 2009, the near-term recruiting process was a few months, but the actual recruiting process had been going on for a decade. Nearly ten years earlier when I was CTO at Salon.com in San Francisco and John ran the ops team there, he came to me and said he needed to move back to Boston for family reasons, so he had to leave the company. I said, "Why? You can just work from there. We'll keep the same salary and nothing will change except where you work." John went back to Boston, the family situation improved, and John came back to San Francisco a year later. He never left the company and we made a difficult situation much easier for him. Since then, we have worked together at three different companies. Our relationship has persisted through boom and bust business cycles, massive upheavals in our personal lives, and changes in our business relationship. Looking back, I started to recruit John to lead Etsy's ops team when I found a way for him not to leave Salon in 1999. I call this (with tongue slightly in cheek) "Slow Recruiting."

Recruiting too slowly for key positions can be a liability in a fast-paced industry, but the larger point is that the way you and your company treat people over longer periods of time has more impact on your recruiting efforts than anything else. Whether it's making a tough situation like John's work and turning it into a win-win, talking patiently with someone at a conference when your time is constrained, or thoughtfully answering an email from a college student seeking advice, recruiting goodwill adds up over time. If you're just entering the industry and expect to be recruiting at any point in your future, I assure you that people will remember things you said to them fifteen or more years later. Keep that in mind at all times. It could be the difference in closing a key candidate ten years from now.

**Open-source your culture: generosity of spirit**

Most people really want to work for successful companies with really smart people where generosity and helping are the cultural norm. There are specific ways to institutionalize sharing in your company and demonstrate that spirit to the world, particularly in engineering where recruiting is most intense. In early 2010, we launched our engineering blog and named it Code as Craft, tying the mission of engineering back to the larger culture of craftsmanship in the Etsy community. Several months later, we formally introduced the concept of "generosity of spirit" at Etsy and asked every engineer do one of the following things within the year: 1) present at a conference, 2) write a blog post for the engineering blog, or 3) contribute to open source. Since then, the team has open-sourced 40+ projects, written over 70 blog posts, and posted over 50 engineering presentations, spawning a Code as Craft speaker series in the process. The team does these things because they love sharing their work, but as recruiting activities, they are incredibly effective because the software and information we provide helps potential candidates solve real problems. Cold-calling candidates doesn't come close to the warm intro of a candidate using the software you've open-sourced and thoughtfully explained to them.

Kellan Elliott-McCrea (Etsy CTO) says: "If your culture isn't explicitly leaky, if it doesn't aspire to change the world beyond the walls of your business, if it isn't captured in the product you're building and your users' experience, then it probably isn't culture, it's just cheerleading and team spirit burning up expensive inputs of time and company outings. Culture is lived, and it's why generosity of spirit is such a key piece of our team culture" (and therefore a key part of our recruiting philosophy and approach).

**Cultivate the spirit of the organization**

In his 1954 classic, _The Practice of Management_ , Peter Drucker devoted an entire chapter to what he called the "spirit of an organization," writing: "Management by objectives tells a manager what he ought to do. The proper organization of his job enables him to do it. But it is the spirit of the organization that determines whether he will do it. It is the spirit that motivates, that calls upon a man's reserves of dedication and effort, that decides whether he will give his best or do just enough to get by." At the end of the day, a candidate will look most closely at the spirit of your company and the visceral sense he/she gets from visiting your office, reading your blog posts, following what members of your team say on Twitter, and reading about you in the press. It's hard to quantify this spirit, but you know it when you've got it, and you know how painful it is when you don't. When it comes to recruiting and culture, a leader is mostly responsible for tending to the spirit of the organization, and for making whatever adjustments need to be made to keep that spirit strong and powerful. In the end, that spirit matters more than anything.

_Thanks to Kellan Elliott-McCrea (Etsy CTO) and Randy Hunt (Etsy Creative Director) for their feedback on this post._

# MBA Mondays: Guest Post From Susan Loh

When I introduced this series on People, I stated that it was going to have a bunch of guest posts because there are many people who know a lot more about the people side of business than I do. One of them is Susan Loh who is Head of Talent at Foursquare.

I asked Susan to write a guest post explaining how they manage both recruiting and HR at Foursquare. And she has done just that.

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**Foursquare's approach to Recruiting & HR**

In Fred's previous post, he described the importance of having a tight relationship between culture and hiring. I agree 100%, which is why I've always struggled with HR and recruiting being separate teams. At my previous companies, Google and Yelp, there was always a swift hand-off from recruiting to HR on the new hire's first day. It made life easy for each party, but was it the best for the employees? For this post, I'll describe the challenges I experienced with having split teams and how I'm trying something different at foursquare.

**Recruiting vs HR**

As a recruiter, the most important part of the job is to close offers. This often means setting high expectations for how wonderful the new opportunity will be. Whatever it takes – always be closing. But what if we over-promised? At previous companies, it was tough to keep tabs on my new hires because I was so focused on the next set of recruits. Sometimes I didn't know what team they landed on. Often, I didn't know if they were happy and engaged. There was no feedback loop for me to know that what I was selling to my candidates was actually true. This is risky and has potential to cause serious turnover.

On the flip side, as an HR manager, your ultimate goal is to retain great talent. You build compensation structures, learning & development programs, performance management systems, and rewards programs to help you achieve this goal. But to succeed, you have to gather feedback from employees and know what they need. You have to be accessible and provide a safe haven for employees to come vent to you. You have to have a pulse on the entire organization.

But in reality, think about how often the average employee interacts with HR. Based on my experience, I only saw HR on my first day and on my last day. If I had a question, I emailed a ticketing system and they got back to me a couple days later. There is no feedback channel or safe haven. For so many reasons that could warrant a separate post, traditional HR departments have a tendency to be pushed to the side, disconnected from the organization, and as a result, ineffective at having a positive impact. And this is a huge bummer because every HR manager I've met wants to do so much more.

**A new approach**

When the time came to figure out how to scale HR & Recruiting at foursquare, I felt that I could solve the above issues by merging the two organizations into one unified Talent Team. I view the Talent Team as a full service organization that is with you from the day you apply to the company to the day you leave the company. We are responsible for recruiting, onboarding, training, developing, and retaining great people. Our performance is measured by the performance of the people we hire, not by the sheer number of people we hire.

In practice, this means recruiters need to be so much more than just recruiters. My team meets monthly to find ways to tweak and refine the onboarding experience for new hires. We schedule regular check-ins with each person we hired to see how they are doing and figure out how we can better support their career growth. We come up with innovative programs to develop and motivate employees. We escalate feedback we're hearing to the executive and management teams. Above all, we provide one trusted point of contact for all candidates and employees to turn to when they need something.

**The Talent Team in action**

Here are just a couple of examples of where I've noticed the advantage of a Talent team over Recruiting/HR.

1) Fulfilling promises – When recruiters have to play the role of HR, they are held accountable for fulfilling the promises they made during the closing process. For example, many of our candidates have strong entrepreneurial spirits and talk of founding their own company. To close them, I sell them on how much they will benefit from being part of the foursquare story, helping us get from small startup to big successful company. It's these ambitious, entrepreneurial employees that become the stars of your company, so the more you make good on this promise, the longer you'll retain them. So how do you do it? The company has to be transparent on everything – company decisions, user growth metrics, competitive threats, etc. It's ultimately up to senior management to lead by example but the Talent Team serves as a gut check. If we notice the culture changing, or morale dropping, or frustrations building, we have a vested interest to inform management immediately and help them troubleshoot the situation.

2) Compensation reviews – In the traditional model, recruiting determines the starting compensation package, usually working within bands provided by HR. When review time comes, HR works with management to determine performance-based raises. Some companies have standard percentage-based raises for 'meets expectations' and 'exceeds expectations' but there's a key piece of information missing. How hard did the employee negotiate their initial offer? Some candidates accept on the spot while others push their recruiter so close to the edge that the recruiter almost gives up and walks away from the negotiation table. If HR works purely off a compensation analysis spreadsheet and assigns standard raises, the candidates that accepted on the spot will always be paid less than their tough-negotiating peers. This is unfair. Recruiters have to be part of these conversations and with the Talent Team model, they are.

3) The little details – During the traditional hand-off between recruiting and HR, you are at risk for dropping the ball on something. There are just too many moving pieces in the onboarding process – start date, offer paperwork, relocation, immigration, IT preferences, team allocation, and more. With the Talent Team model, you have fewer cooks in the kitchen. The recruiter should know everything the new hire needs so it's more efficient and reliable for the recruiter to be responsible for the onboarding process. First impressions do matter – do everything possible to ensure your new hire's first week goes smoothly.

**Upcoming challenge**

The Talent Team model is still new and we haven't figured everything out yet. So far, what I love most about this model is we have such a strong pulse on the organization. If employees are unhappy about something, we are usually one of the first to know, and employees look to us for help. And the best part? We can help. Information and feedback from all directions flow through the Talent Team, and we are uniquely positioned to take everything we are hearing and turn it into constructive action.

Our biggest challenge is staying small and lean, while the larger organization continues to grow at a quick pace. The only way we can keep up is if we do a good job of building the foundation. Off the top of my head, I think that means a culture based on open feedback, strong hiring values that sync with company values, and a well-trained management team that we can leverage for help. But I'm sure I'm missing pieces of the puzzle and I look forward to continuing the conversation with you. Thanks for reading!

# How to Be in Business Forever: A Class On Sustainability

Last fall I wrote a post on Sustainability and ended it with this thought:

_I am tempted to develop a course on this topic. I think we need a lot more of this type of thinking in business. It seems in such short supply these days._

So I am excited to announce that I am going to teach a class on this topic. It will run the entire month of October and it will be integrated into MBA Mondays for the month of October.

I am using our portfolio company Skillshare's brand new Hybrid Class model so that anyone in the world can take this class.

Here is how it works (taken from this page outlining the course):

– This is a project-based class. You'll work collaboratively with other students to complete your project at your own pace. Along the way, you'll have project milestones, weekly resources, and office hours to help you with your project. Our project will be to build a "Sustainable Business Model Canvas."

– Every Monday morning, you'll receive a weekly email with resources, readings and questions to guide you through your project. This will also be my weekly MBA Monday blog post for those who are regular AVC readers.

– Use the Discussions tab in the Skillshare class page to ask questions, share resources, and get feedback on your projects. You can also host or join a Local Workshop in your city to meet with other students in person.

– I will will host weekly livestreamed online Office Hours where I will answer questions, give feedback, and guide you to successfully complete your project.

If you want to take this class, you can sign up here. If you are a regular AVC reader or regular MBA Mondays reader, you are going to at least audit this class because it's going to be taking over the monday posts for the entire month of October. Either way, I am excited to do this. Sustainability is a big issue in business today and I think this is a great opportunity to get the key ideas and issues out there in a way that as many people as want can consume them.

# MBA Mondays: Guest Post From Scott Kurnit

When I announced the MBA Mondays series on People and mentioned I would end with a number of guest posts, I got an email from my friend Scott Kurnit, founder of About.com and Keep Holdings. Scott said, "Culture that is something I have thought a ton about. I'd love to contribute a guest post."

So what follows are Scott's thoughts and experiences on building culture in an organization.

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**Culture**

Every company has a culture. The issue is – do you let it happen by accident or do you shape it?

– The CEO is the culture driver. It can't be done by HR or anyone else. You either live it... or don't bother.

– Many cultural imperatives are the same at every company. That doesn't mean you shouldn't write them down and socialize them, but come up with the 3 or 4 that make your company special, that make someone want to join your company... or not. Your people ARE your culture. The culture quickly takes on a life of its own.

– My favorite cultural imperatives are: Be Adaptive, Be Adoptive, Encourage Push Back, and Cherish Input, but NOT consensus. That said, these are ours – adopt what you like, but make your culture your own.

I think about company culture every day, but last week was especially poignant with About.com back in the news. We "pre-set" the About culture on day one and it's one of the half dozen reasons the company is around 15 years later after six CEOs, four owners and almost no investment for the last decade.

As Fred noted in his May post kicking off the culture discussion, you can get away with an accidental culture for the first 20 or 30 hires – but then culture takes on a life of its own. I'd say that you're better off doing what we did with About when from the outset Bill Day and I locked ourselves in a room and thought it through. What kind of people did we want to work with? What was going to make us strong all the way through to a thousand team members (yes, we banned the word employee). Were we going to trust our people or manage tightly? Were we willing to pay top dollar or save money and hire at the 50th percentile? Who was going to be most important – senior management, staff, Guides, advertisers or users – and in what order? What would our decision making process be? Would we come in early or stay late? Did we care if people were in the office or working remotely? Etc., etc.

Culture was extra important to the About model since our business needed to get big fast, but it also showed me that defining a culture sooner than later builds the best business foundation. It seems so obvious, but out of 150 start-up CEOs I've discussed this with I found only three who pre-determined their culture. That's crazy!

It doesn't matter what your culture is, but have one. The sooner everyone knows what makes the place tick, the sooner you'll hire the right team members and then they'll hire the right ones and then them and them and them.

While I list all 10 of the Keep Holdings culture imperatives below, I'll pull out a few that are religion for me and likely the most controversial.

Be Adaptive: We're working in an amazingly dynamic industry. Be prepared to change on a dime. If I hire you to do X but need you to do Y tomorrow, buck up and go with it... or don't come in the first place. You sure get a different kind of person when they're game to ride the waves. Don't want to ride waves, go work at Big Slow Corp Inc. and good luck with that.

Be Adoptive: Hey, we work in the Internet – Invent like crazy, but don't be afraid to adopt good ideas from everywhere. Don't tread on someone's patented business process, but if you like someone's ideas, build on them. Yes, that's legal – and it's OK to admit you don't have all the great ideas.

Pushback: Everyone should know why they're doing something. I'll never forget when I asked a colleague at Showtime for some quick data analysis. When I asked him the next day where it was and he told me he needed another day I realized *I* screwed up by not telling him I only wanted the info if he could do it in 10 minutes. Everyone should be encouraged to say, why, how long should I spend, what should I not do instead and are you sure it's worth the effort? While this was about saving some time, this simple concept now makes our company more transparent and productive at every turn – whether for little tasks or big strategic issues.

Input, not consensus: This may be the biggest for me since it's the major thing I can point to for why AOL crushed Prodigy in the pre-internet online world. I still have nightmares of 18 people sitting around a table trying to make a pricing decision. It took Prodigy over a year to adjust pricing to be more in line with – and trump AOL and it took Steve Case's AOL one measly day to respond. One year... one day. I still get chills. Rather than have the indecision of 18 people, pick one to be the decider as the very first action. Trust me, that person feels the weight and authority when they own the decision. They'll get a ton of input... rather than having endless discussions. Group decision-making makes people fearful of engaging with the concern that it will never end. When one person's in charge... they want to hear it all. And fast. And get it right. And crisp. And done!

OK, here's the whole list that drives Keep.com, TheSwizzle and AdKeeper. Feel free to Adopt as appropriate... but make sure you live it. These are not for everyone... but you should all have those that work for you.

**Consumers always come first.**  
We operate as an "upside-down pyramid:" customers first, those who directly engage with customers second, management last.  
We respect individual privacy and aim to give consumers greater control of their web experiences.  
We embrace community, with users in control.

**We maximize value to our partners.**  
We love brands, products and services!  
We partner with brands to help them succeed on the web.  
But user experience trumps money every time.

**We operate with the highest integrity.**  
We are straight shooters and demand integrity in principle and practice.  
We don't tolerate politics.  
We admit and confront our mistakes... and learn from them.

**We are adaptive, flexible and nimble.**  
We race towards opportunity. We spin on a dime.  
We move at Internet speed – ahead of the crowd.  
Jobs can change at any time.

**We are adoptive, embracing good ideas from all sources.**  
We embrace diversity in perspective, viewpoint, thinking and actions.  
All ideas are welcome and appreciated.

**We encourage teamwork, risk-taking, creativity, and speed-to-market**  
Teamwork makes better products, but can slow things down.  
So, we encourage single ownership, creativity, risk and speed.

**We value input ( & push-back), not consensus.**  
We value everyone's opinions but recognize the power of crisp and quick decisions.  
Decision-owners must solicit input, welcome push-back, and ultimately make the call and execute.

**We are strategically focused.**  
Our work is market focused.  
We build and evolve world-class products.  
Our offerings will be powerful, relevant, scalable and low friction.

**We only want to work with the best people, those who are prepared to work harder than the competition.**  
We are positive in our outlook and behavior.  
We will compensate better.  
We will have more fun.  
We will sprint a marathon and win our races.  
We will succeed together.

**We exist to build long-term value for our investors.**  
Everyone who works here is an owner.

# MBA Mondays: Guest Post From Dr. Dana Ardi

Dr. Dana Ardi is a friend, former colleague, and an expert in the fields of talent management, organizational design, assessment, leadership, coaching, and recruiting. Dana has taught me a ton about these areas and was a partner at Flatiron Partners where we made a big investment in the talent side of the business. I asked Dana to "bat cleanup" on this series on People and she's done that in fine form with snippets from her coming book on Betas, the new archetype of organizational leader.

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"When someone asks you, A penny for your thoughts, and you put your two cents in, what happens to the other penny?" It's a really great question, as well as being one of my favorite among many George Carlin quotes. And it came to mind when Fred asked me to contribute a guest blog post.

Having just put the finishing touches on a book about organizations that'll be out next year, I'm happy to toss that second penny into the ring.

I consider myself a corporate anthropologist. I've spent most of my life studying the cultures of organizations, how they evolve and intersect with what's happening right this second, and how the people in them influence and shape their communities. My consulting mission isn't to transform established, successful companies – they're doing fantastically well the way they are. It's to assist them and other entrepreneurial ventures with the positioning to succeed with today's workers, in today's new business environment, and to help them evolve.

In the Information Age, workers in today's organizations are accustomed to being sold, not told. Robert Louis Stevenson once wrote, "Marriage is a long conversation," but so today is business – which is why companies have to change or else risk going under.

It's pretty clear to me that the Information Age requires a new approach to organizing groups of people, as well as to successfully function within those same organizations. This approach I call Beta, to distinguish it from the old Alpha paradigm, and it trickles down to corporate culture, recruitment, and most of all, leadership.

What do all the most successful leaders, companies and workers have in common? In a nugget, it's the trait we call self-awareness. In Heart, Smarts, Guts and Luck, a recent business title published by Harvard Business Review Press, co-author Anthony Tjan argues that all successful business leaders are skilled at just that. Of the four core qualities that he has observed make up most successful entrepreneurs and business-building, they know when to dial up...or dial town. They know when to emphasize passion, lower the pitch on assertion and bypass analytical smarts in favor of creative thinking or relational skills. In short, they're as fluid and adaptable as the businesses they run.

What if you want to be there, but you're not there yet? Here are a few things to to bear in mind about today's and tomorrow's winning-est organizations.

**The Most Successful workplaces of the Future...**

• Do away with archaic command-and-control models. Winning workplaces are horizontal, not hierarchical.Everyone who works there feels they're part of something, and moreover, that it's the next big thing. They want to be on the cutting-edge of all the people, places and things that technology is going to propel next.

• Instead of knives-out competition, these workplaces put a premium on collaboration and teamwork, and on building a successful community with shared values.

• Oh, and I'm not saying workplaces should become democracies – that would never work – simply thatpeople are empowered and encouraged to express themselves.

• Winning contemporary workplaces stress innovation. They believe that employees need to be given an opportunity to make a difference – to give input into key decisions and to communicate their findings and learnings to one another.

**Corporate Culture matters more than you think**

• The best teams are hired with collaboration in mind. People who remain in the culture are those who are dedicated to the ideal that that the whole is more than the sum of the parts.

• In the most winning corporate cultures, everyone has something to contribute. Leadership is fluid and bend-able. Integrity and character matter a lot. Everyone knows about the culture. Everyone feels the culture. Everyone subscribes to the culture. Everyone recognizes both its passion and its nuance.

• In winning corporate cultures, roles, identities and responsibilities mutate weekly, daily, sometimes even hourly. There's a focus on social, global and environmental responsibility. No, these initiatives aren't just good ideas, they really matter.

**Today's Most Successful Organizations...**

•...look less like an advancing army and more like a symphony orchestra. They are divided up into sections rather than functions. Each section has a leader and every player is a member of a team that works in synchrony. The orchestra conductor may direct what the orchestra does, but he knows he's not completely in charge. His sole mission: To impel the other orchestra members to play to the very best of their ability, while integrating those efforts into a concerted group effort.

• In life as in business, most people are not generals, they're lieutenants. Nor do they necessarily want to be generals – they want to be impact players. Frankly, most of us are happy to have the opportunity to accomplish what we're good at, and what we enjoy, so long as we receive adequate recognition and reward.

• The most successful contemporary cultures convey the message that it's okay to be yourself, and to do your best. You don't always have to move up; you can also move across. More important is that you are happy, fulfilled, contributing to the community and feeling productive and rewarded.

**The Leaders of Today have to be self-aware – and top-down mandates no longer work**

• There will always be the need for decisive leadership, particularly in crisis times (and there's a touch of the autocrat and control freak inside every successful entrepreneur). But today's world is all about collaboration –and launching and maintaining that "long conversation" that Stevenson talked about.

• The leaders of tomorrow need to practice ego management. They should be aware of their own biases, and focus as much on the present as on the future. They need to manage the egos of employees by rewarding collaborative behavior and teamwork.

• Leaders should strive to become what Michael Maccoby dubbed "Productive Narcissists," tempering high self-esteem and confidence with empathy and compassion. Mindfulness, of self and others, by boards,executives and employees, may very well be the single most important trait of a successful company. Companies have to define the culture; the culture can't define them. So pre-define it!

• Finally, companies need to understand that every individual in the organization is a contributor; and the closer everyone in the organization comes to achieving his or her singular potential, the more successful the business will be. Successful cultures encourage their employees to keep refreshing their toolkits, keep flexible, keep their stakes in the stream.

**Rethink Recruiting**

• Diversity is key – and by diversity I mean of thought, style, approach and background. You're building a team, not filling a position. Cherry-picking candidates from name-brand universities will do nothing to further an organization and may even work against it.

• Don't buy resume or credentials. Buy competence, track record, character and culture fit.

• Avoid hiring only superstars. It's about company teams, not just the individual. Sure, it's totally tempting to create an All-Star team, but in case you hadn't noticed, those people don't pass the ball, they just shoot it.

• Hire competencies but remember: hire with your heart. Make sure new workers fit into the preexisting culture, while also importing their expertise. Become their sponsor – onboarding is essential. Spend time listening. Give them what they need to succeed.

• Sometimes you need to hire aliens – folks outside of the culture who bring new ideas and best practices from other places. These people become culture-influencer and agents of change.

• New hires are more than just the college or university they attended. In short, don't hire credentials, hire people.

• Character matters. Most people don't succeed in teams not because they are unqualified or incompetent, but simply because they are not a good cultural fit.

• Act now. One of the big mistakes entrepreneurs make is they don't act quickly enough. Put aside perfectionism, don't wait for the perfect person – he or she may not exist. Hire track record and potential.

• If, looking back, you realize someone is not a good cultural fit, or is not getting it done, don't wait to make the change. Sometimes it is just as simple as readjusting their position or redefining their role. If they really don't get it done, then it's time to make the tough call.

**Be on the lookout for signs of a lack of emotional commitment from employees:**

• People complain about the hours they're putting in;  
• Turnover is high, particularly among young top achievers;  
• Recruitment is difficult; there's little innovation or creative thinking; and  
• There's more politicking that there is actual dialogue.

**Take note of those employees who have an emotional commitment to the organization:**

• People give extra effort voluntarily;  
• They become your best ambassadors  
• Employees make personal and professional sacrifices to stay rather than leave;  
• People feel free to think outside the box; and  
• Meetings often result in lively debates and team action.

**The employees of tomorrow plays to their strengths**

• Rather than aspiring to omnipotence, and acting as though they're the masters of all they survey, Betas focus on what I call "motivated skills," e.g., the things they know they do exceptionally well. And instead of exploiting their peers' weaknesses in order to attain and hold onto power, they encourage their fellow team-members to play to their own strengths so that the entire team and organization can succeed.

**Self-Awareness is all** (but don't think for a moment it means you're soft)

• What is self-awareness but bringing an intellectual and emotional understanding of your strengths and their weaknesses, your goals and their motivations to a given situation?

• Ensure that you hire self-aware people. Give them the proper tools, techniques and feedback, as well as the proper levers of success and sponsorship. Onboard people with the belief that they'll be successful. Then make sure it happens.

• That said, organizations cannot be whole-heartedly responsible for their employees' development; employees have to play their roles, too. Beta leaders are skilled at assembling employees, encouraging them to think new thoughts in different ways and challenging them to do new things.

If there's a single takeaway from years of consulting, recruiting and observing both old and new organizations it's this: People really truly matter. They are your strategy. They need to be encouraged and coached to pursue what they do best; to keep doing what they enjoy, and to participate in the success of your company.

To survive and thrive today and into the future, business leaders need to grow and develop their own self-awareness. Self-awareness means that you are willing and able to collaborate with employees, directors, customers and yes, even your competitors. It means that you understand that every individual in your organization is a contributor with varying degrees of potential – and that the closer everyone comes to attaining a high level of self-awareness, the closer the organization comes to achieving its potential. It means that your self-awareness feeds into your employees' own self-awareness, which in turn ignites the overall success of the venture.

Now that Fred has made me the cleanup hitter, I'll leave with this parting shot: Hire smart and hire the very best people you can. Don't just onboard someone to fill a slot. Instead, build a community. Keep asking yourself not just what you want and need, but what's best for the organization to grow and evolve. And remember what George Carlin said: "If you haven't gotten where you're going, you're probably not there yet."

# MBA Mondays: Accounting From The Archives

We have five weeks (including today) before we start the sustainability course. It's not enough time to start a new series. So I've decided to rerun five posts on accounting and financial statements that I did early on in MBA Mondays. This is core stuff. If you want to start a business, run a business, and/or operate a business, you need to know the basics of accounting and finance.

So today we will rerun the post on accounting. The next three weeks we will go through the three main financial statements. And we will end with a post on understanding financial statements.

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Accounting is keeping track of the money in a company. It's critical to keep good books and records for a business, no matter how small it is. I'm not going to lay out exactly how to do that, but I am going to discuss a few important principles.

The first important principal is every financial transaction of a company needs to be recorded. This process has been made much easier with the advent of accounting software. For most startups, Quickbooks will do in the beginning. As the company grows, the choice of accounting software will become more complicated, but by then you will have hired a financial team that can make those choices.

The recording of financial transactions is not an art. It is a science and a well understood science. It revolves around the twin concepts of a "chart of accounts" and "double entry accounting." Let's start with the chart of accounts.

The accounting books of a company start with a chart of accounts. There are two kinds of accounts; income/expense accounts and asset/liability accounts. The chart of accounts includes all of them. Income and expense accounts represent money coming into and out of a business. Asset and liability accounts represent money that is contained in the business or owed by the business.

Advertising revenue that you receive from Google Adsense would be an income account. The salary expense of a developer you hire would be an expense account. Your cash in your bank account would be an asset account. The money you owe on your company credit card would be called "accounts payable" and would be a liability.

When you initially set up your chart of accounts, the balance in each and every account is zero. As you start entering financial transactions in your accounting software, the balances of the accounts goes up or possibly down.

The concept of double entry accounting is important to understand. Each financial transaction has two sides to it and you need both of them to record the transaction. Let's go back to that Adsense revenue example. You receive a check in the mail from Google. You deposit the check at the bank. The accounting double entry is you record an increase in the cash asset account on the balance sheet and a corresponding equal increase in the advertising revenue account. When you pay the credit card bill, you would record a decrease in the cash asset account on the balance sheet and a decrease in the "accounts payable" account on the balance sheet.

These accounting entries can get very complicated with many accounts involved in a single recorded transaction, but no matter how complicated the entries get the two sides of the financial transaction always have to add up to the same amount. The entry must balance out. That is the science of accounting.

Since the objective of MBA Mondays is not to turn you all into accountants, I'll stop there, but I hope everyone understands what a chart of accounts and an accounting entry is now.

Once you have a chart of accounts and have recorded financial transactions in it, you can produce reports. These reports are simply the balances in various accounts or alternatively the changes in the balances over a period of time.

The next three posts are going to be about the three most common reports;

• the profit and loss statement which is a report of the changes in the income and expense accounts over a certain period of time (month and year being the most common)  
• the balance sheet which is a report of the balances all all asset and liability accounts at a certain point in time  
• the cash flow statement which is report of the changes in all of the accounts (income/expense and asset/liability) in order to determine how much cash the business is producing or consuming over a certain period of time (month and year being the most common)

If you have a company, you must have financial records for it. And they must be accurate and up to date. I do not recommend doing this yourself. I recommend hiring a part-time bookkeeper to maintain your financial records at the start. A good one will save you all sorts of headaches. As your company grows, eventually you will need a full time accounting person, then several, and at some point your finance organization could be quite large.

There is always a temptation to skimp on this part of the business. It's not a core part of most startup businesses and is often not valued by tech entrepreneurs. But please don't skimp on this. Do it right and well. And hire good people to do the accounting work for your company. It will pay huge dividends in the long run.

# MBA Mondays From The Archives: The Profit and Loss Statement

Continuing the visit back in time to the MBA Mondays Archives, today we are going to rerun the post on the Profit and Loss Statement, which I called "one of the most important things in business" in the original post.

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Picking up from the accounting post last week, there are two kinds of accounting entries; those that describe money coming into and out of your business, and money that is contained in your business. The P&L deals with the first category.

A profit and loss statement is a report of the changes in the income and expense accounts over a set period of time. The most common periods of time are months, quarters, and years, although you can produce a P&L report for any period.

Here is a profit and loss statement for the past four years for Google. I got it from their annual report (10k). I know it is too small on this page to read, but if you click on the image, it will load much larger in a new tab.

The top line of profit and loss statements is revenue (that's why you'll often hear revenue referred to as "the top line"). Revenue is the total amount of money you've earned coming into your business over a set period of time. It is NOT the total amount of cash coming into your business. Cash can come into your business for a variety of reasons, like financings, advance payments for services to be rendered in the future, payments of invoices sent months ago.

There is a very important, but highly technical, concept called revenue recognition. Revenue recognition determines how much revenue you will put on your accounting statements in a specific time period. For a startup company, revenue recognition is not normally difficult. If you sell something, your revenue is the price at which you sold the item and it is recognized in the period in which the item was sold. If you sell advertising, revenue is the price at which you sold the advertising and it is recognized in the period in which the advertising actually ran on your media property. If you provide a subscription service, your revenue in any period will be the amount of the subscription that was provided in that period.

This leads to another important concept called "accrual accounting." When many people start keeping books, they simply record cash received for services rendered as revenue. And they record the bills they pay as expenses. This is called "cash accounting" and is the way most of us keep our personal books and records. But a business is not supposed to keep books this way. It is supposed to use the concept of accrual accounting.

Let's say you hire a contract developer to build your iPhone app. And your deal with him is you'll pay him $30,000 to deliver it to you. And let's say it takes him three months to build it. At the end of the three months you pay him the $30,000. In cash accounting, in month three you would record an expense of $30,000. But in accrual accounting, each month you'd record an expense of $10,000 and because you aren't actually paying the developer the cash yet, you charge the $10,000 each month to a balance sheet account called Accrued Expenses. Then when you pay the bill, you don't touch the P&L, its simply a balance sheet entry that reduces Cash and reduces Accrued Expenses by $30,000.

The point of accrual accounting is to perfectly match the revenues and expenses to the time period in which they actually happen, not when the payments are made or received.

With that in mind, let's look at the second part of the P&L, the expense section. In the Google P&L above, expenses are broken out into several categories; cost of revenues, R&D, sales and marketing, and general and administration. You'll note that in 2005, there was also a contribution to the Google Foundation, but that only happened once, in 2005.

The presentation Google uses is quite common. One difference you will often see is the cost of revenues applied directly against the revenues and a calculation of a net amount of revenues minus cost of revenues, which is called gross margin. I prefer that gross margin be broken out as it is a really important number. Some businesses have very high costs of revenue and very low gross margins. And example would be a retailer, particularly a low price retailer. The gross margins of a discount retailer could be as low as 25%.

Google's gross margin in 2009 was roughly $14.9bn (revenue of $23.7bn minus cost of revenues of $8.8bn). The way gross margin is most often shown is as a percent of revenues so in 2009 Google's gross margin was 63% (14.9bn divided by 23.7). I prefer to invest in high gross margin businesses because they have a lot of money left after making a sale to pay for the other costs of the business, thereby providing resources to grow the business without needing more financing. It is also much easier to get a high gross margin business profitable.

The other reason to break out "cost of revenues" is that it will most likely increase with revenues whereas the other expenses may not. The non cost of revenues expenses are sometimes referred to as "overhead". They are the costs of operating the business even if you have no revenue. They are also sometimes referred to as the "fixed costs" of the business. But in a startup, they are hardly fixed. These expenses, in Google's categorization scheme, are R&D, sales and marketing, and general/admin. In layman's terms, they are the costs of making the product, the costs of selling the product, and the cost of running the business.

The most interesting line in the P&L to me is the next one, "Income From Operations" also known as "Operating Income." Income From Operations is equal to revenue minus expenses. If "Income From Operations" is a positive number, then your base business is profitable. If it is a negative number, you are losing money. This is a critical number because if you are making money, you can grow your business without needing help from anyone else. Your business is sustainable. If you are not making money, you will need to finance your business in some way to keep it going. Your business is unsustainable on its own.

The line items after "Income From Operations" are the additional expenses that aren't directly related to your core business. They include interest income (from your cash balances), interest expense (from any debt the business has), and taxes owed (federal, state, local, and possibly international). These expenses are important because they are real costs of the business. But I don't pay as much attention to them because interest income and expense can be changed by making changes to the balance sheet and taxes are generally only paid when a business is profitable. When you deduct the interest and taxes from Income From Operations, you get to the final number on the P&L, called Net Income.

I started this post off by saying that the P&L is "one of the most important things in business." I am serious about that. Every business needs to look at its P&L regularly and I am a big fan of sharing the P&L with the entire company. It is a simple snapshot of the health of a business.

I like to look at a "trended P&L" most of all. The Google P&L that I showed above is a "trended P&L" in that it shows the trends in revenues, expenses, and profits over five years. For startup companies, I prefer to look at a trended P&L of monthly statements, usually over a twelve month period. That presentation shows how revenues are increasing (hopefully) and how expenses are increasing (hopefully less than revenues). The trended monthly P&L is a great way to look at a business and see what is going on financially.

I'll end this post with a nod to everyone who commented last week that numbers don't tell you everything about a business. That is very true. A P&L can only tell you so much about a business. It won't tell you if the product is good and getting better. It won't tell you how the morale of the company is. It won't tell you if the management team is executing well. And it won't tell you if the company has the right long term strategy. Actually it will tell you all of that but after it is too late to do anything about it. So as important as the P&L is, it is only one data point you can use in analyzing a business. It's a good place to start. But you have to get beyond the numbers if you really want to know what is going on.

# MBA Mondays From The Archives: The Balance Sheet

Continuing the visit back in time to the MBA Mondays Archives, today we are going to rerun the post on the Balance Sheet, which is a financial snapshot into the health of your business.

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Today on MBA Mondays we are going to talk about the Balance Sheet.

The Balance Sheet shows how much capital you have built up in your business.

If you go back to my post on Accounting, you will recall that there are two kinds of accounts in a company's chart of accounts; revenue and expense accounts and asset and liability accounts.

Last week we talked about the Profit and Loss statement which is a report of the revenue and expense accounts.

The Balance Sheet is a report of the asset and liability accounts. Assets are things you own in your business, like cash, capital equipment, and money that is owed to you for products and services you have delivered to customers. Liabilities are obligations of the business, like bills you have yet to pay, money you have borrowed from a bank or investors.

Here is Google's balance sheet as of 12/31/2009:

Let's start from the top and work our way down.

The top line, cash, is the single most important item on the balance sheet. Cash is the fuel of a business. If you run out of cash, you are in big trouble unless there is a "filling station" nearby that is willing to fund your business. Alan Shugart, founder of Seagate and a few other disk drive companies, famously said "cash is more important than your mother." That's how important cash is and you never want to get into a situation where you run out of it.

The second line, short term investments, is basically additional cash. Most startups won't have this line item on their balance sheet. But when you are Google and are sitting on $24bn of cash and short term investments, it makes sense to invest some of your cash in "short term instruments". Hopefully for Google and its shareholders, these investments are safe, liquid, and are at very minimal risk of loss.

The next line is "accounts receivable". Google calls it "net receivables' because they are netting out money some of their partners owe them. I don't really know why they are doing it that way. But for most companies, this line item is called Accounts Receivable and it is the total amount of money owed to the business for products and services that have been delivered but have not been collected. It's the money your customers owe your business. If this number gets really big relative to revenues (for example if it represents more than three months of revenues) then you know something is wrong with the business. We'll talk more about that in an upcoming post about financial statement analysis.

I'm only going to cover the big line items in this balance sheet. So the next line item to look at is called Total Current Assets. That's the amount of assets that you can turn into cash fairly quickly. It is often considered a measure of the "liquidity of the business."

The next set of assets are "long term assets" that cannot be turned into cash easily. I'll mention three of them. Long Term Investments are probably Google's minority investments in venture stage companies and other such things. The most important long term asset is "Property Plant and Equipment" which is the cost of your capital equipment. For the companies we typically invest in, this number is not large unless they rack their own servers. Google of course does just that and has spent $4.8bn to date (net of depreciation) on its "factory". Depreciation is the annual cost of writing down the value of your property plant and equipment. It appears as a line in the profit and loss statement. The final long term asset I'll mention is Goodwill. This is a hard one to explain. But I'll try. When you purchase a business, like YouTube, for more than it's "book value" you must record the difference as Goodwill. Google has paid up for a bunch of businesses, like YouTube and Doubleclick, and it's Goodwill is a large number, currently $4.9bn. If you think that the value of any of the businesses you have acquired has gone down, you can write off some or all of that Goodwill. That will create a large one time expense on your profit and loss statement.

After cash, I believe the liability section of the balance sheet is the most important section. It shows the businesses' debts. And the other thing that can put you out of business aside from running out of cash is inability to pay your debts. That is called bankruptcy. Of course, running out of cash is one reason you may not be able to pay your debts. But many companies go bankrupt with huge amounts of cash on their books. So it is critical to understand a company's debts.

The main current liabilities are accounts payable and accrued expenses. Since we don't see any accrued expenses on Google's balance sheet I assume they are lumping the two together under accounts payable. They are closely related. Both represent expenses of the business that have yet to be paid. The difference is that accounts payable are for bills the company receives from other businesses. And accrued expenses are accounting entries a company makes in anticipation of being billed. A good example of an accounts payable is a legal bill you have not paid. A good example of an accrued expense is employee benefits that you have not yet been billed for that you accrue for each month.

If you compare Current Liabilities to Current Assets, you'll get a sense of how tight a company is operating. Google's current assets are $29bn and its current liabilities are $2.7bn. It's good to be Google, they are not sweating it. Many of our portfolio companies operate with these numbers close to equal. They are sweating it.

Non current liabilities are mostly long term debt of the business. The amount of debt is interesting for sure. If it is very large compared to the total assets of the business its a reason to be concerned. But its even more important to dig into the term of the long term debt and find out when it is coming due and other important factors. You won't find that on the balance sheet. You'll need to get the footnotes of the financial statements to do that. Again, we'll talk more about that in a future post on financial statement analysis.

The next section of the balance sheet is called Stockholders Equity. This includes two categories of "equity". The first is the amount that equity investors, from VCs to public shareholders, have invested in the business. The second is the amount of earnings that have been retained in the business over the years. I'm not entirely sure how Google breaks out the two on it's balance sheet so we'll just talk about the total for now. Google's total stockholders equity is $36bn. That is also called the "book value" of the business.

The cool thing about a balance sheet is it has to balance out. Total Assets must equal Total Liabilities plus Stockholders Equity. In Google's case, total assets are $40.5bn. Total Liabilities are $4.5bn. If you subtract the liabilities from the assets, you get $36bn, which is the amount of stockholders equity.

We'll talk about cash flow statements next week and the fact that a balance sheet has to balance can be very helpful in analyzing and projecting out the cash flow of a business.

In summary, the Balance Sheet shows the value of all the capital that a business has built up over the years. The most important numbers in it are cash and liabilities. Always pay attention to those numbers. I almost never look at a profit and loss statement without also looking at a balance sheet. They really should be considered together as they are two sides of the same coin.

# MBA Mondays From The Archives: Cash Flow

Continuing this month's practice of pulling an accounting related blog post from the archives, this week we feature the post on Cash Flow. The Income Statement and Balance Sheet get more attention, but there is nothing more important in keeping your business afloat than Cash Flow.

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This week on MBA Mondays we are going to talk about cash flow. A few weeks ago, in my post on Accounting, I said there were three major accounting statements. We've talked about the Income Statement and the Balance Sheet. The third is the Cash Flow Statement.

I've never been that interested in the Cash Flow Statement per se. The standard form of a cash flow statement is a bit hard to comprehend in my opinion and I don't think it does a very good job of describing the various aspects of cash flow in a business.

That said, let's start with the concept of cash flow and we'll come back to the accounting treatment.

Cash flow is the amount of cash your business either produces or consumes in a given period, typically a month, quarter, or year. You might think that is the same as the profit of the business, but that is not correct for a bunch of reasons.

The profit of a business is the difference between revenues and expenses. If revenues are greater than expenses, your business is producing a profit. If expenses are greater than revenues, your business is producing a loss.

But there are many examples of profitable businesses that consume cash. And there are also examples of unprofitable businesses that produce cash, at least for a period of time.

Here's why.

As I explained in the Income Statement post, revenues are recognized as they are earned, not necessarily when they are collected. And expenses are recognized as they are incurred, not necessarily when they are paid for. Also, some things you might think of as expenses of a business, like buying servers, are actually posted to the Balance Sheet as property of the business and then depreciated (ie expensed) over time.

So if you have a business with significant hardware requirements, like a hosting business for example, you might be generating a profit on paper but the cash outlays you are making to buy servers may mean your business is cash flow negative.

Another example in the opposite direction would be a software as a service business where your company gets paid a year in advance for your software subscription revenues. You collect the revenue upfront but recognize it over the course of the year. So in the month you collect the revenue from a big customer, you might be cash flow positive, but your Income Statement would show the business operating at a loss.

Cash flow is really easy to calculate. It's the difference between your cash balance at the start of whatever period you are measuring and the end of that period. Let's say you start the year with $1mm in cash and end the year with $2mm in cash. Your cash flow for the year is positive by $1mm. If you start the year with $1mm in cash and end the year with no cash, your cash flow for the year is negative by $1mm.

But as you might imagine the accounting version of the cash flow statement is not that simple. Instead of getting into the standard form, which as I said I don't really like, let's talk about a simpler form that gets you to mostly the same place.

Let's say you want to do a cash flow statement for the past year. You start with your Net Income number from your Income Statement for the year. Let's say that number is $1mm of positive net income.

Then you look at your Balance Sheet from the prior year and the current year. Look at the Current Assets (less cash) at the start of the year and the Current Assets (less cash) at the end of the year. If they have gone up, let's say by $500,000, then you subtract that number from your Net Income. The reason you subtract the number is your business used some of your cash to increase its current assets. One typical reason for that is your Accounts Receivable went up because your customers are taking longer to pay you.

Then look at your Non-Current Assets at the start of the year and the end of the year. If they have gone up, let's say by $500k, then you also subtract that number from your Net Income. The reason is your business used some of your cash to increase its Non-Current Assets, most likely Property, Plant, and Equipment (like servers).

At this point, halfway through this simplified cash flow statement, your business that had a Net Income of $1mm produced no cash because $500k of it went to current assets and $500k of it went to non-current assets.

Liabilities work the other way. If they go up, you add the number to Net Income. Let's start with Current Liabilities such as Accounts Payable (money you owe your suppliers, etc). If that number goes up by $250k over the course of the year, you are effectively using your suppliers to finance your business. Another reason current liabilities could go up is Deferred Revenue went up. That would mean you are effectively using your customers to finance your business (like that software as a service example earlier on in this post).

Then look at Long Term Liabilities. Let's say they went up by $500k because you borrowed $500k from the bank to purchase the servers that caused your Non-Current Assets to go up by $500k. So add that $500k to Net Income as well.

Now, the simplified cash flow statement is showing $750k of positive cash flow. But we have one more section of the Balance Sheet to deal with, Stockholders Equity. For Stockholders Equity, you need to back out the current year's net income because we started with that. Once you do that, the main reason Stockholders Equity would go up would be an equity raise. Let's say you raised $1mm of venture capital during the year and so Stockholder's Equity went up by $1mm. You'd add that $1mm to Net Income as well.

So, that's basically it. You start with $1mm of Net Income, subtract $500k of increased current assets, subtract $500k of increased non-current assets, add $250k of increased current liabilities, add $500k of increased long-term liabilities, and add $1mm of increased stockholders equity, and you get positive cash flow of $1.75mm.

Of course, you'll want to check this against the cash balance at the start of the year and the end of the year to make sure that in fact cash did go up by $1.75mm. If it didn't, then you have to go back and check your math.

So why would anyone want to do the cash flow statement the long way if you can simply compare cash at the start of the year and the end of the year? The answer is that doing a full-blown cash flow statement tells you a lot about where you are consuming or producing cash. And you can use that information to do something about it.

Let's say that your cash flow is weak because your accounts receivable are way too high. You can hire a dedicated collections person. You can start cutting off customers who are paying you too late. Or you can do a combination of both. Bringing down accounts receivable is a great way to improve a business' cash flow.

Let's say you are spending a boatload on hardware to ramp up your web service's capacity. And it is bringing your cash flow down. If you are profitable or have good financial backers, you can go to a bank and borrow against those servers. You can match non-current assets to long-term liabilities so that together they don't impact the cash flow of your business.

Let's say your current liabilities went down over the past year by $500k. That's a $500k reduction in your cash flow. Maybe you are paying your bills much more quickly than you did when you started the business and had no cash. You might instruct your accounting team to slow down bill payment a bit and bring it back in line with prior practices. That could help produce better cash flow.

These are but a few examples of the kinds of things you can learn by doing a cash flow statement. It's simply not enough to look at the Income Statement and the Balance Sheet. You need to understand the third piece of the puzzle to see the business in its entirety.

One last point and I am done with this week's post. When you are doing projections for future years, I encourage management teams to project the income statement first, then the cash flow statement, and then end up with the balance sheet. You can make assumptions about how the line items in the Income Statement will cause the various Balance Sheet items to change (like Accounts Receivable should be equal to the past three months of revenue) and then lay all that out as a cash flow statement and then take the changes in the various items in the cash flow statement to build the Balance Sheet. I like to do that in monthly form. We'll talk more about projections next week because I think this is a very important subject for startups and entrepreneurial management teams to wrap their heads around.

# MBA Mondays From The Archive: Analyzing Financial Statements

My favorite course in business school was Financial Statement Analysis. It was like taking a course in investigative journalism or learning how to be a police detective. The professor explained that if you look hard enough, you can learn most anything you want about a business from the numbers. I've learned that numbers themselves are not the most important thing in a business but they sure are symptoms of what is going on inside the company. And therefore, they are worth studying if you care a lot about a company.

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This topic could be and is a full semester course at some business schools. It is a deep and rich topic that I can't cover in one single blog post. But it is also a relatively narrow skill set at its most developed levels. If you are going to be a public equity analyst, you need to understand this stuff cold and this post will not get you there.

But if you are an entrepreneur being handed financial statements from your bookkeeper or accountant or controller, then you need to be able to understand them and I'd like this post to help you do that. I'd also like this post help those of you who want to be more confident buying, holding, and selling public stocks. So that's the perspective I will bring to this topic.

In the past three weeks, we talked about the three main financial statements, the Income Statement, the Balance Sheet, and the Cash Flow Statement. This post is going to attempt to help you figure out how to analyze them, at least at a cursory level.

In general, I like to start with cash. It's the first line item on the Balance Sheet (it could be the first several lines if you want to combine it with short term investments). Note how much cash you have or how much cash the company you are analyzing has. Remember that number. If someone asks you how much cash you have in your business, or a business you are analyzing, and you can't answer that to the last accounting period (at least), then you failed. There is no middle ground. Cash is that important.

Then look at how much cash the business had in a prior period. Last month is a good place to start but don't end there. Look at how much cash went up or down in the past month. Then look much farther back, at least a quarter, and ideally six months and/or a year. Calculate how much cash went up or down over the period and then divide by the number of months in the period. That's the average cash flow (or cash burn) per month. Remember that number.

But that number can be misleading, particularly if you did any debt or equity financings during that period (or if you paid off any debt facilities during that period). Back out the debt and equity financings and do the same calculations of average cash flow per month. Hopefully the monthly number, the quarterly average, the six-month average, and the annual average are in the same ballpark. If they are not, something is changing in the business, either for the good or the bad and you need to dig deeper to find out what. We'll get to that.

If cash flow is positive for all periods, then you are done with cash. If it is negative, do one more thing. Divide your cash balance by the average monthly burn rate and figure out how many months of cash you have left. If you are burning cash, you need to know this number by heart as well. It is the length of your runway. For all you entrepreneurs out there, the three cash related numbers you need to be on top of are current cash balance, cash burn rate, and months of runway.

I generally like to go to the income statement next. And I like to lay out a few periods next to each other, ideally chronologically from oldest on the left to the newest on the right. For startups and early stage companies, a 12 month trended monthly presentation of the income statement is ideal. For more mature companies, including public companies, the current quarter and the four previous quarters are best.

Some people like to graph the key line items in the income statement (revenue, gross margin, operating costs, operating income) over time. That's good if you are a visual person. I find looking at the hard numbers works better for me. Note how things are moving in the business. In a perfect world, revenues and gross margins are growing faster than operating costs, and operating income (or losses) are increasing (or decreasing) faster than both of them. That is a demonstration of the operating leverage in the business.

But some early stage companies either have no revenue or are investing in the business faster than they are growing revenue. That is a sound strategy if the investments they are making are solid ones and if they have a timeline laid out during which they'll do this. You can't do that forever. You'll run out of cash and go out of business.

From this analysis, you may see why the business is burning cash or burning cash more quickly or less quickly. You may see why the business is growing its cash flow rapidly. I am most comfortable when the monthly operating income (or losses) of a business are roughly equal to its cash flow (or cash burn). This does not have to be the case for the business to be healthy but it means the business has a relatively simple economic architecture, which is always comforting. From Enron to Lehman Brothers, we've learned that complex business architectures are hard to analyze and easy to manipulate.

One thing that bears mentioning here are "one time items" on the Income Statement. They make your life harder. If you go back to the Income Statement post and look at Google's statement, you'll see that in the first year of their presentation Google made a one-time contribution to the Google Foundation. That depressed earnings in that period. You need to back that one time charge out for a consistent presentation, but you also need to be somewhat suspicious of one-time charges. Companies can try to bury ongoing expenses in one-time charges and inflate their earnings. You don't see that much in startups but you do in public companies and it's a "red flag" if a company does it too often.

If the monthly operating income (after backing out one-time charges) doesn't come close to the monthly cash burn rates, then something is going on with the balance sheet of the business. Many of these differences are normal for certain businesses. My friend Ron Schreiber told me about a software distribution business he and his partner Jordan Levy ran in the mid 80s. They would buy software from Microsoft, Lotus, and others in bulk and sell it in small quantities to mom and pop businesses. Microsoft and Lotus wanted to be paid upfront when the shipped the software but the mom and pop businesses were running on fumes and could not pay until they sold the software. So Ron's business, called Software Distribution Services (of course), was always out of cash. In Ron's words, they were a bank and a distribution company and weren't getting paid for the banking part of their business. All during this time the revenue line and the operating income line was growing fast and furious as desktop software went from a niche business to a mainstream business. Eventually Ron and Jordan had to sell their business to Ingram, a large book distributor who had the financial resources to provide the "banking services". They made a nice hit on that company, but not anything like what Microsoft and Lotus did even though they grew their topline just as fast as their suppliers.

Ron and Jordan's business was "working capital intensive." Working capital is the non cash current assets and liabilities of the business. When they grow rapidly in relation to revenues, it means you are financing other parts of the food chain in your industry and that's a great way to run out of cash.

So if monthly income and monthly cash flow aren't in the same ballpark, look at the changes in working capital month over month. We went over this a bit last week in preparing the cash flow statement. If working capital is the culprit soaking up the cash, you need to look at two things.

The first is if the revenues are real. A great way to inflate revenues is to "ship product" to people who aren't going to pay you. A company that is doing that is operating fraudently so you don't see it very often. But if someone is doing this, cash will be going down while profits are steady and accounts receivable are growing rapidly. I always look for that in a company that is supposed to be profitable but is sucking cash.

The second is the availability of working capital financing. If a business can finance its working capital needs inexpensively, then it can operate successfully with this business model. In times when debt is flowing freely, these can be good businesses to operate. When cash is tight, they are not.

The final thing to look for on the balance sheet is capex. If a business is operating profitably, and growing profits, but its capex line is growing faster than profits, it's got the potential for problems. Hosting companies are an example of a set of companies that might be in this situation. Again, the availability of financing is the key. Local cable operators operated profitably for years with big negative cash flows because of capex. The financial markets like the monopolies these busineses were granted and consistently provided them with financing to buy more capex. But if that party ends, it can be painful.

This post is three pages long in my editor so it's time to stop. There is more to discuss on this topic so I'd like to know if I did this topic justice for most of you or if you'd like another post that digs a little deeper. My preference is to move on because I'm getting a bit tired of writing about accounting every Monday, but most of all I want to cover the stuff you want to learn or freshen up on. So let me know.

# How To Be In Business Forever: A Lesson In Sustainability

Its time to kick off my Skillshare class on Sustainability. I will do a post each week this month (on Mondays of course). I will do office hours on Google Hangouts on Mondays at 6pm eastern for 30 minutes all month. We will do a project together which is to create a sustainable business model canvas. And there are groups you can create or join to allow you to collaborate with each other to complete the project and the class.

To join today's Office Hours on Google Hangouts, please check out the Skillshare page. There will be instructions there later today. update: you can access the office hours hangout when its live [here or afterwards via an archive here]

I will start with a post on Short Term Profit Maximization vs Long Term Business Health and then will end with some comments on our Business Model Canvas project.

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If you want to stay in business forever, you have to focus on the long term. You must construct a business model that builds confidence and trust with your customers and keeps them coming back day after day, year after year.

Many business schools teach executives and entrepreneurs that business is about profit maximization. I don't believe that. I believe business is about making a profit that sustains the business and enriches the owners but is not maximized in any period (month, quarter, year). I believe the goal of a business is sustainability so that all the stakeholders (customers, employees, owners, suppliers, etc) can rely on the business for the long term.

Let's use an example. You own a business that operates on the web. You are a leading supplier of ecommerce to a vertical market. You generate $50mm in annual revenues and make a profit of $5mm a year. You see the launch of the iPhone and Android and think that your customers are going to want to connect to your business via their mobile phones. You ask your VP Product to scope out what it would take to build a comprehensive set of mobile apps that will allow this. She tells you it will take an investment of $5mm over two years to complete this project. You gulp. That is going to reduce your profits by $2.5mm a year in each of the next two years. What do you do? You make the investment because you must invest in the long term success of the business even though that is not a profit maximizing event. It may simply get you back to the $5mm per year of profits you were making before. There may be no ROI on this investment in a positive sense. It may simply be a defensive investment. You still need to make it to ensure you will be around for the long run.

Clay Christensen talks about this kind of thing all the time. Big company executives are asked to calculate an return on investment (ROI) on the investments they want to make. If the ROI isn't greater than some minimum hurdle, the company doesn't make the investment. And so along comes a smaller competitor who makes the investment and they eat the big company's lunch.

ROI is not the right framework for companies to evaluate investments. ROI is for the wall street folks. They will use it to decide if they want to invest in your company. But when you make investment decisions in your company, don't use the tools that wall street uses. Use the tools that animals use. Survival instincts. What will it take to ensure that your company is around in ten years, fifty years, 100 years? That's how to think if you want to stay in business.

One of the most difficult decisions entrepreneurs and executives have to make is the decision to disrupt their own business. Let's say you are a cable operator. You are making billions of dollars of profits each year providing voice, video, and data services protected by a monopoly business model. Along comes the Internet and it allows voice and video to be delivered to your customers via any IP network (wireline, cable, wireless, etc). You know that over time, this is going to disrupt your business. What do you do? Do you invest in this new technology and drive it into the market, hastening the decline of your monopoly protected business model or do you do everything you can to slow down the advance of this technology?

Sadly most executives make the latter choice. Most entrepreneurs make the former choice. The latter choice is about short term profit maximation but can, and often does, lead to the demise of the business in the long term. The latter choice is about survivability even though it will almost surely lead to a less profitable business in the future. Tough choice. But to me its an easy choice if your goal is long term survival.

One of the reasons entrepreneurs make these hard choices when executives don't is entrepreneurs think like owners. They have that survival instinct in their gut. They don't want their baby to die. Executives are hired guns. They are focused on maximing the success of the business (and their compensation) over a short period that they will in the corner office. They have no incentive to think about what happens in 20 years or 50 years. They know they won't be around. And so the company isn't around either.

So when you construct your business model and create the culture of your business, emphasize sustainability over profit maximization in everything you create and do. This does not mean that you don't need to make a profit. Profits are the essence of survivability. You can't and won't survive without profits. They are everything when it comes to sustainability. But just because you need to make a profit doesn't mean you need to maximize it. Balancing the need for a profit with the need to sustain the business is the art of what you must do as the leader of a business. Do both and you win.

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Our project in this course is to create a sustainable business model canvas. If you are not familiar with the Business Model Canvas watch this video:

You will either have a business or you will invent a business and then you will map out your Business Model Canvas with the goal of sustainability as you go. You can do this by yourself or in teams. It doesn't matter at all. The goal is to do this project and learn by doing.

The thing I want you to focus on the most is the decisions you make as you fill out the canvas and which ones you were forced to compromise on some goal in order to maximize the sustainability of the business. Those are the magic decisions and the ones we want to document and discuss as we go through this course.

Good luck. Hopefully I will see you at 6pm eastern today in Google Hangouts.

# How To Be In Business Forever: Week Two

First we'll take care of some logistics and then we'll get to the post of the week in my Skillshare Class on sustainability in business.

Office hours will take place at 6pm eastern today. The link to the hangout is here. I don't like the way office hours worked last week and so I am changing them up. I will start by asking people to post questions in this discussions section. Then I will review a few business model canvas projects live for everyone to see. Then I'll finish up the 30 minute session by answering as many questions as possible while time lasts.

There are roughly 80 business model canvas projects posted so far. You can see them here. Since I will only be able to review a few of them today in office hours, it would be great for anyone who is taking this class to stop by and pick a few to give comments on.

If you are looking for a web-based tool to build and share your business model canvas, this thread mentions several of them.

OK. Now that we are done with the logistics, I will move on to my second post in this series.

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Last week we talked about long term thinking vs short term thinking. But sometimes, no matter how long term you are thinking, things happen that you didn't plan for and they can impact your business. Actually, this always happens. And that is when you need to adapt.

You will not stay in business forever if you don't adapt to changing market conditions. This doesn't mean adopting the "business model of the hour" model and this doesn't mean pivoting either. What I am talking about is the once every few years "oh shit moment" when you realize that the path you are on isn't going to work in a year or two and that you need to make some changes.

This is a frustrating realization. I have a good friend who has been running a business for more than a decade. He told me a few weeks ago that he thinks the market he has been operating in is changing and it is starting to impact his business. And just when he had everything firing on all cylinders.

That's how it is in business. Just as you are taking the victory lap for the kickass execution you and the team have delivered, the track takes a tilt and things start getting harder. Businesses don't operate in a vacuum. They operate in a dynamic ever changing market that is going to make things difficult for you, especially if you want to be in business forever.

I think some examples will help. The one that comes to mind front and center is Microsoft. By the middle of the 1990s, Microsoft had it all. They had a dominant share in desktop operating systems and a dominant share in desktop apps. They were literally printing money. Then the commerical internet happened. Netscape showed up. And Microsoft's market changed, forever.

Microsoft did adapt. They built Internet Explorer in reaction to Netscape and then used their desktop dominance to push it into the market, hurting Netscape so badly that it had to sell to AOL. That got Microsoft into trouble with the Justice Department and they were investigated as a result.

But what Microsoft didn't see in 1995 was Google because it didn't exist. And they didn't see the emergence of cloud based productivity apps because they didn't exist. In hindsight, it is pretty easy to see how fundamentally transformed Microsoft's business has been by the Internet and it is also pretty easy to see that they have not been able to adapt sufficiently to maintain any semblance of the dominance they had in the mid 90s. This stock chart tells you everything you need to know about what the Internet did to Microsoft. They may be surviving but they are certainly not thriving.

Another great example is RIM. I don't even need to tell this story. Everyone knows that the dismissive tone and stance that RIM's management took toward the iPhone and what it represented was essentially the death knell of a great company. I suspect they wish their stock chart looked like Microsoft's.

But let's look at a more positive example. As Ron Ashkenas points out in this HBR article, IBM saw that the hardware market was changing and their competitive position in it was changing with it. They sold their PC hardware business in 2005 to Lenovo and doubled down on consulting and related services. Their stock chart tells the rest of this story.

Adapting doesn't always mean exiting a business that you decide has issues. You can also retool, reshape, and refocus the business. A company that I've worked with for more than a decade saw the industry it services go through some painful transitions in the 2008/2009 downturn. They built an entirely new line of products that service the growth part of the industry while working to maintain the older products through an orderly and gradual decline. It's been a difficult transition because it has meant that the company's top line hasn't grown during this transition. But the company is still in business and the new products are growing quite nicely.

Every situation is different and I don't have some "silver bullet" to help you all think about how to figure out when to adapt and when to stay the course. But I do have some observations. The comfort of a strong balance sheet (and a nice looking stock chart) is often your enemy not your friend in these situations. The most agressive CEOs I've seen in these situations are often the ones with less than a year of cash in the bank and survival instinct in full on mode.

Another observation is that getting your organization to adapt is harder than you might think. Organizations have inertia. The bigger they are the more inertia they have. If you think you need to adapt your business quickly, you will need to figure who is in the boat with you and who is not and make the changes you need, particularly on your senior team, to align the team with mission and get going.

Finally, you cannot be in adaptation mode all the time. If you map out long living successful businesses, you will see they go through periods of great stability followed by periods of great change and then move back into stability mode. You have to know when to get into which mode and you need to see each one through to its logical conclusion.

Given how hard all of this is, you might wonder if you really want to stay in business forever. The answer may be no. But even if it is no, you had better plan for and act like you do. Because I am certain that if you don't, you won't.

# How To Be In Business Forever: Week Three

It is week three of my Skillshare class on Sustainability in Business.

I will be doing office hours today at 6pm eastern. You can watch them here on this link. If you want to submit questions for office hours, you can do that here. Just like last week, I will review a few business model canvas projects and then will answer questions for the rest of the office hours.

This week I'd like to talk about company culture and how it impacts sustainability. If you want to be in business forever, you need to build a culture that sustains the business. I talked a lot about this in a post on culture a while back. You should give that a read as part of the assigned reading for this course. Here is the money quote from that post:

_Companies are not people. But they are comprised of people. And the people side of the business is harder and way more complicated than building a product is. You have to start with culture, values, and a committment to creating a fantastic workplace. You can't fake these things. They have to come from the top. They are not bullshit. They are everything. There will be things that happen in the course of building a business that will challenge the belief in the leadership and the future of the company. If everyone is a mercenary and there is no shared culture and values, the team will blow apart. But if there is a meaningful culture that the entire team buys into, the team will stick together, double down, and get through those challenging situations._

I bumped into a friend last week who works at a company that is going through a difficult time right now. I asked him about the "talent drain" that is going on in his company. He said "the ones who were in it for only the money are long gone, the doubters are gone now too, and we are left with the true believers now."

I thought to myself that the mistake the CEO of that company made was bringing the mercenaries and doubters into the company in the first place and allowing them to stay.

Mercenaries have no place in your company and your culture. Doubters are a bit different. You certainly don't want to create a culture of "yes maam" in your company. So some doubting is healthy. But it should be out in the open. The doubts should be expressed upfront and they should be discussed and debated. But once the decisions have been made, everyone needs to get behind them. Ongoing doubting is not helpful to a culture.

True believers are required to get through the hard parts. And you need to be the leader who inspires the true believers. Watch this short video where @dens described what he did when Facebook launched a competing product to Foursquare.

You get true believers in your company by giving them something to believe in and someone to believe in. That is you. Even if you are scared shitless or bummed out, you can't show that to the team. You have to lead if you want the team to follow.

The thing that you give them to believe in is called a vision. Make it a long one, a very long one. I like Bill Gates' vision for Microsoft:

_When Paul Allen and I started Microsoft over 30 years ago, we had big dreams about software," recalls Gates. "We had dreams about the impact it could have. We talked about a computer on every desk and in every home._

A computer on every desk and in every home. That was a big hairy audacious goal in the late 70s. And it is exactly what happened, at least in the developed world.

The cool thing about that vision is it is drop dead simple to understand but took decades to execute. That's a long vision that your team can buy into and stick with for the long haul. That's what you need.

So if you want to build a business that lasts, you need a big and long vision and you need to be a leader who can inspire the team to believe in the vision and to believe in you. You need to hire folks who will stick around for the long haul and you need to be open to the doubts and doubters. But if they keep doubting, you need to part company with them. Don't hire mercanaries. They won't work no matter how hard you try.

Building a culture that can sustain the business is the most important investment you can make in your company. Once you've gotten a product into the market and proven product market fit, there is nothing that is more important than team, culture, and values. It is the glue that holds the whole thing together for the long haul.

# How To Be In Business Forever: Week Four

This is the final post for my Skillshare class on Sustainability.

I will not do office hours this evening but I will do one final office hours next Monday, Oct 29th, from 6pm to 6:30pm. The link to attend that office hours is here.

For this final post, I want to focus on the Business Model Canvas and how to think about sustainability in the context of creating your business model. In order to talk about that, I went ahead and created a Business Model Canvas of my own using bmfiddle.com.

My Business Model Canvas is for a Bitcoin Bank.

If you think about banks in the real world, they are high cost affairs, with huge fixed costs including large branch networks. I am always shocked by how many bank branches I pass in a five to six block walk in NYC. The way these banks sustain these high costs is with large fees for depositors and high spreads between their cost of funds and the interest rates they charge borrowers.

So in thinking about how to create a sustainable Bitcoin Bank, I focused on a few key things:

1) keep the operating costs super low except in areas where there is a unique and important consumer value proposition

2) make it easy to access the bank and your balances within the context of low operating costs

3) keep the fees charged to customers as low as possible

4) allow third parties to build busineses on top of our business

The result is a super simple business model. My Bitcoin Bank would charge a very low monthly fee per Bitcoin deposited and nothing else other than pass alongs for any costs incurred in moving bitcoins in and out of the bank on behalf of our customers. We would not have any branches. We would operate via simple, easy to use mobile and web interfaces. We would keep our operating costs super low with the exception of one area where we would make a large and ongoing investment – in hiring and retaining a top notch and super experienced security team. We would allow third parties to create related businesses on top of our API. Services like lending, investing, etc would not be provided by our bank but by third parties who access our customers via our API.

I believe this business would be highly sustainable because it would focus on one very simple value proposition – security. And in return it would charge the lowest fees possible in order to make and sustain a profit. It would make it very difficult for others to price lower fees for storage and security. And it would benefit from the ecosystem of third party value added service providers operating on top of its API.

Here are some decisions I made in order to increase the sustainability of the business:

1) A focus on very low fees to our customers so that it will be difficult for competitors to undercut our offering.

2) A decision to focus on only one thing, security, and allow others to build additional services for our customers. This allows us to be best in class at the one thing we choose to do and it means our customers can choose to pay for additional services or not, and always on their own terms.

3) A cost model that keeps operating costs as low as possible in all areas other than security, which is our key consumer value proposition.

So when you are finalizing your Business Model Canvas for your final project for this course, think about what your key value proposition is and who is your primary customer and focus on that. And think about what you can do in your revenue model to make it so that it will be hard for others to come in and undercut you. And think about your cost model and how to keep it as low as possible while allowing your company to be best in class at what it does.

Please submit your final Business Model Canvas project here by Thursday, Oct 25th, 11pm EDT. I will pick out a bunch that I like and review them next week on office hours.

That will be the final event in this course. I hope you have enjoyed this class/series. I think sustainability is an important and overlooked aspect of business and it needs to built more tightly into business thinking.

# MBA Mondays: Sustainability Class Wrapup

I've enjoyed teaching the Skillshare class on Sustainability. I've learned a few things about the hybrid class model and I have shared them with the Skillshare folks. It's tantalizing to think about the power of teaching a class to 2,731 people at one time. But when I compare that to the power of teaching 75 people in person, the hybrid model shows it's weaknesses.

I need the real-time feedback from the students in the class. I need to see if folks are getting what I am saying or if eyes are glazing over. I need to know if I need to take another tack on the material before moving on. And I don't get that with a massively open online approach.

So my next class is going to combine the in person dynamic with the power of a massively online approach. The best thing to come from the hybrid class model is the idea of using google hangouts/youtube to broadcast the class to everyone. I am going to do that from now on.

I also like the idea of teaching a four part class with a blog post each week. I can build on that model too.

I am less happy with the discussions on Skillshare and that they did not tie into the discussions that happened on AVC. I need to figure out how to make all of that work better. It's obvious that a teacher (me) can't give real time feedback to 2,731 students. And I think leveraging the students to give feedback to each other (the disqus model), is right. So it's worth working on this model to perfect it.

I want to thank Michael from Skillshare for prompting me to write about Sustainability this month. As I said in my first blog post on the topic, I think Sustainability is a great model for business owners and leaders to take in thinking about the highest objectives of the company. If I have contributed anything to the way business leaders think about Sustainability, then I have accomplished my goals with this class.

I am going to postpone my final office hours which were scheduled for this evening at 6pm eastern time. Hurricane Sandy looks to be coming through NYC at that time and I don't know what that may cause me and my family to be doing at that time. We live right on the Hudson, at the border of Zone A. So I've got a few things on my mind today that fit right into this Sustainability theme. I will report back on a new date and time for my final office hours.

Stay safe everyone on the east coast today. Let's hope the hype is overblown. And let's prepare as if it isn't.

# MBA Mondays: One More Thing On Sustainability Before We Move On

I'd like to tie together two posts and make a final point on Sustainability.

In my first post for the Sustainability class, I wrote:

Clay Christensen _talks about this kind of thing all the time. Big company executives are asked to calculate an return on investment (ROI) on the investments they want to make. If the ROI isn't greater than some minimum hurdle, the company doesn't make the investment. And so along comes a smaller competitor who makes the investment and they eat the big company's lunch._

_ROI is not the right framework for companies to evaluate investments. ROI is for the wall street folks. They will use it to decide if they want to invest in your company. But when you make investment decisions in your company, don't use the tools that wall street uses. Use the tools that animals use. Survival instincts. What will it take to ensure that your company is around in ten years, fifty years, 100 years? That's how to think if you want to stay in business._

And then the man himself, Clay Christensen, went and wrote a post for the NY Times yesterday which I highlighted in yesterday's What I Am Reading post. Clay wrote:

_So we taught our students how to magnify every dollar put into a company, to get the most revenue and profit per dollar of capital deployed. To measure the efficiency of doing this, we redefined profit not as dollars, yen or renminbi, but as ratios like RONA (return on net assets), ROCE (return on capital employed) and I.R.R. (internal rate of return)._

Since this is called MBA Mondays and we are supposedly teaching a MBA style curriculum, I want to emphasize this point. Do not use Wall Street tools to evaluate investment decisions in your companies. Use the tools that animals use. Survival instincts. What will it take to ensure that your company is around in ten years, fifty years, 100 years? That's how to think if you want to stay in business forever.

But Clay's post for the NY Times yesterday makes a broader point. If the folks who allocate capital in our society – venture capitalists, hedge fund managers, mutual fund managers, etc – are using IRR, ROCE, RONA, then they are going to allocate capital to companies that are making efficiency oriented investments, not empowering investments. And our society will continue to be awash in capital with no game changing empowering investments that create new industries.

Clay suggests that we measure our returns in "dollars in dollars out" and forget about time, " profit as dollars, yen or renminbi". That's they way I was taught the venture capital business back in the 80s. Cash on cash, dollars in dollars out. That's what matters. If it takes a decade or more, who cares? The slow capital approach.

So if MBA Mondays is a school of business, then I hereby outlaw IRR, RONA, ROCE, from our lips. We aren't going to teach those tools and we aren't going to talk about them either. We are going to talk about making money the old fashioned way. In gobs and gobs, but slowly over time, with our survival instincts fully engaged. Let's hope others do the same.

# MBA Mondays: Next Topics

Back at the end of April I wrote a post asking for ideas for the next few topics for MBA Mondays. Out of that came the series on People which I followed with a series on Sustainability. It's time for a new series and I want to check in with everyone to see where you'd like me to go next.

The 0 Comments from that post in late April are full of suggestions so you might wade into them and see which suggestions interest you most. Or simply leave a comment with a topic you'd like to see me do a series on.

# MBA Mondays: Revenue Models

We are kicking off our next series on MBA Mondays with an assignment. We are going to peer produce an exhaustive list of revenue models for web and mobile businesses. Then I will publish that list and use it as a template to do this series. I am not going to write a post on each revenue model but I am going to write posts on the top ones as well as discuss the pros and cons of each.

I've created a hackpad that we will use to do this assignment. I've filled in a few of the most obvious revenue models and have started grouping them into the big categories (advertising, commerce, subscriptions). There are certainly more revenue models and additional big categories that aren't on the list yet. So please go take a look and add anything that you think is missing.

I will publish the comprehensive list next monday and use that to kick off this series.

# MBA Mondays: The Revenue Model Hackpad

The idea of peer producing a comprehensive web/mobile revenue model list was a success. The hackpad I created and linked to last week got a ton of contributions. I took the time this morning to clean it up a good deal. I will outline the high level changes I made in a bit. But since that hackpad is still wide open, I also made a final version) and I have made it invitation only so I can control the edits this one gets. There may be a way in hackpad for the initial author to lock down a hackpad but I couldn't find it, so I did it this way.

So what edits did I make to the wide open hackpad? Well first, I tried to clean up the examples and make them as definitive as I could. The more well known a company/service is, the better example it is. I also took out many of the multiple examples. I think one is generally sufficient. I also took out the revenue models I thought were duplicative or slight variants of other revenue models. And there were a number of sections at the end that I would call "business models" as opposed to revenue models. So I took them out. Finally, there were a few entrepreneurs who were using this hackpad as a way to promote their companies. In effect, they were spamming the hackpad. I took out everything that felt like spam to me.

We are left with nine categories:

I think six of them are truly definitive revenue model categories (advertising, commerce, subscription, transactions, licensing, and data). The other three (peer to peer, mobile, and gaming) could be folded into the first six since they mostly map to existing models (mobile ads are ads). But these three categoris are unique in many ways and so I felt like leaving them in even though it's not as clean this way.

The "final" hackpad) still needs work. There are some entries that are missing examples. I noted them with (??). There also may still be important or emerging business models we are missing. If you would like an invite to help fix the final version, please leave a comment to this post and I will invite you if I think your edit is useful.

My hope is by next week, we will have a truly definitive list of mobile and web revenue models and then I can use the list as a template for the MBA Mondays series on Revenue Models. Thanks for everyone's help on this.

# MBA Mondays: The Revenue Model Hackpad, Take Two

So I messed up bigtime yesterday. I created a "final version" of the revenue model hackpad and locked it down so hard that nobody could even see it.

What happened is I am using a product, hackpad, that I don't really know how to use correctly. I am learning how to use it in real-time. Which is how I learn to use everything. Screw the manual. Just turn it on and get going. That can work, but it results in fails like we had yesterday. The truth is I still don't know exactly what I am doing with this product, but I am figuring it out.

The "final version" is now fully public but locked down for moderation. Whatever that means. I think it means is we can continue to edit this "final version" but I get to approve all edits.

Anyway, here's a link to the final version). There were some edits to the initial versionyesterday that I like a lot. The transaction processing section was re-organized in a nice way. And a few more revenue models were listed. I will work to merge the two but don't have time to do that this morning.

Again, I want to thank everyone who has been working on this list. Crowdsourcing information is messy but together we have built something that is way better than I could do on my own.

# MBA Mondays: Revenue Models

A revenue model is "the system design by which a business monetizes its services". That comes from Wikipedia. I like that definition. Short, sweet, and to the point.

I am going to spend the next couple months talking about revenue models for online businesses. We've started off this series by crowdsourcing a list of the various business models that online businesses use). I will use that list as an outline for this series:

Here is the outline:

– Advertising – the service is free to use, marketers pay to reach your users via advertising

– Commerce – sell something to your users, keep some or all of the proceeds

– Subscription – charge your users monhtly or annually for the opportunity to use your service

– Peer to Peer – connect people together in a network, take a small piece of the activity that ensues

– Transaction Processing – settle transactions and take a small piece of the transaction for doing so

– Licensing – charge users once upfront for the opportunity to use your technology

– Data – sell the data your service generates

– Mobile – Mobile is not a revenue model, but we will discuss how mobile presents some unique challenges and opportunities for monetization

– Gaming – Gaming is not a revenue model, but we will discuss how gaming presents some unique challenges and opportunities for monetization

Of course these categories are not mutually exclusive. Many web/mobile services will use multiple revenue models. Freemium, for example is a combination of advertising and subscription.

I will kick off this series by making an important point about focus. I strongly believe that entrepreneurs should pick one revenue model to start with and focus 100% on making that work before rolling out another one. It is very hard to execute two or more revenue models at the same time. Better to nail the first one before rolling out the second.

I am a fan of starting with the most native and easiest to execute revenue model first. Ideally it will be one that improves the user experience or at least in no way harms it.

I am looking forward to writing this series. We'll start next week with advertising.

# MBA Mondays: Revenue Models – Advertising

My friend Darren Herman helped me think about this post. He sent me this deckalong with some thoughts. This slide from Darren's deck is a good place to start this discussion:

It is true that the vast majority of consumer web apps have been and continue to be monetized with advertising. On mobile that is less true, but becoming more true every day.

There are all sorts of ways to generate advertising revenue online. Here are the entries under the advertising category in our revenue model hackpad):

This list is most certainly not exhaustive but it does cover the most common advertising approaches and you can see how many there are on the Internet. There has been a lot of innovation in this sector in the past 18 years since the first banner ads were created and sold.

The famous Luma Partners slide shows just how complex the online ad market has become over time.

And this market map is by no means exhaustive either. Online advertising is a big and complicated business.

I would break up advertising into two big buckets; ads that are sold and ads that are bought. The first is a relationship business, requires a direct salesforce or a salesforce that you can tap into, and will bring a higher revenue per impression in most cases. The latter is a data business, automated by machines and software, is a volume game and will bring a lower revenue per impression in most cases. Much of the online advertising market is moving inexorably toward the latter category, for good and bad.

The reaction to this move away from high value "brand" advertising to commoditized and programmatic advertising is native ad formats and advertising models. I have written about native advertising at AVC before and am a big fan of this approach. Examples of native advertising are promoted tweets on twitter and radar and spotlight on tumblr. In both examples, the ad unit is the same atomic unit of content as the users create in the service. I think we will see more and more of this as the value of the impression is driven lower and lower in the programmatic model.

When you think about an advertising revenue model, you need to think about one of two things; scale or niche. Scale means hundreds of millions of impressions a month or more. Niche means a valuable audience that advertisers will pay a premium for. But even if you are going for the niche approach, you will still need to have a lot of impressions. Here is why:

Advertising is sold many ways, including:

CPM: Cost per thousand impressions

CPE: Cost per engagement

CPA: Cost per acquisition

CPC: Cost per click

Sponsorship: Fixed cost for a fixed program

[thanks to Darren for that list. I took it directly from his email to me]

With the possible exception of Sponsorship, all of these methods will converge to the same number. For example if you sell a click for $1/click, and one out of every hundred page views turns into a click then you are selling a page view for $1/100 (1 cent), and that turns into a $10 CPM (10/1000).

CPMs have been in decline for years on the Internet. That's because the Internet keeps on creating more and more inventory. There is no scarcity. And as a result the supply/demand clearing price just keeps going lower and lower. Ten years ago, a $10 CPM was acheivable. Today, you will be lucky to get a $1 CPM. A $1 CPM means that 10 million impressions will generate $10,000. That's enough revenue to sustain a one or possibly two person business but not much more. You will need at least 100 million impressions and ideally more than 1bn impressions per month to have an interesting advertising supported business at scale. 1bn impressions is a lot of users using your service a lot.

Niche will work at slightly less scale. If you have a unique and valuable audience, you might be able to get a $5 to $10 CPM. So you will need 100 million impressions per month instead of 1bn impressions. That's still a lot of super valuable users engaging a lot.

If you are going with a scale model and you have a service that has that level of inventory to sell, then you have the choice of building a sales force inside your company or using a third party to sell your inventory. You don't need just one third party. You can use many of them. That's where the Luma slide (above) comes into effect. There is an entire industry built to take the inventory you give to a third party and put it through endless machines and algorithms before it is shown to an end user. I will not get into this in more detail here but Darren's slide deck, which I linked to above, has some good information on that. When you use a third party to sell your advertising you can give away anywhere from 50% of ad revenue to 20% of ad revenue. Most commonly it is somewhere in between.

If you are going with the niche or native approach, you will need your own sales force and you will need to hire a leader for that sales force (a VP Sales or Chief Revenue Officer) who can build and lead that team. The sales leader is a critical hire. There are people who do this for a living, who really understand how to put a team together and generate advertising revenue predictably and reliably, and they are highly compensated and are worth every penny. Do not skimp on this if you are building your own sales force. You may choose to build your own sales force if you are going with a scale model, but you don't need to do that right away.

In the interest of keeping this post a reasonable length, I will end here. I highly recommend diving into the comments where we will discuss and debate this post. I will conclude by saying that an advertising model is a viable revenue model option if you are building a service that has a lot of scale. But if you don't have millions of users a month, you should think hard before going in this direction. There is a limited amount of ad dollars out there (except CPA budgets which are in theory infinite) and more and more services trying to tap into them every day which is why advertising rates on the Internet seem to be in permanent and systemic decline.

# MBA Mondays: Revenue Models – Commerce

Commerce has to be the oldest business model. Sell something to someone. Or maybe it was barter back then. In any case, ecommerce revenues topped $200bn in the US in 2011 and are growing at close to 10% annually. Global ecommerce revenues are at least double that, maybe as much as $500bn depending on who you ask. So selling something to someone online is a big business and getting bigger.

Retailing is by far the largest component of the online commerce market. Retailing is buying a product at wholesale and selling it to the customer at a markup. Retailing involves inventory. You stock up on inventory so you can provide the goods quickly to the customer.

Amazon is the world's largest online retailer. Amazon's revenues in the past four quarters were approximately $55bn. Clearly some of that revenue is non-retailing but let's assume their retailing revenues are about $50bn annually. They are roughly 10% of the global ecommerce market.

Retailing is a tough business. The difference between what you buy the product for at wholesale and sell it at retail is called your gross margin. Amazon's gross margin ranges between 20% and 25% depending on what time of year it is. The holiday quarter brings the lowest gross margins because retail makes up a larger perecent of revenues. At Amazon's size, a 25% gross margin turns into a lot of money. But a smaller online retailer can really struggle at these margins. Let's imagine a retailer of bicycles on the Internet does $50mm in revenues. That sounds great. But that means that only $10mm to $12mm a year actually stays in the business. The rest goes out to the bicycle manufacturers. And then the retailer has to pay for the website, the traffic acquisition, the staff to operate the business and a lot more. Pre-tax margins for online retailers will typically be in the sub 10% range, often less than 5%. To put that in context, the bicycle online retailer that generates $50mm in sales will keep a couple million pre-tax at the end of the year. It's a business for sure but not an easy one.

The reason that online retailing is so tough is that it is hard to differentiate one retailer from another. You want a new mountain bike? Go to Google and see what's out there.

Retailing has always relied on location to provide some margin protection. There is no "location" on the Internet other than SEO. So gross margins online are going to be lower than they are in the real world. And on top of that, you have the capital outlays required to stock up on inventory and the markdown costs associated with getting out of unsold inventory. And then there are the shipping costs which increase the price to the customer unless you are willing to eat them.

I have never invested in online retailing. I don't like the economics of this business even though it is a huge market.

Beyond retailing, there are a number of other ways to do commerce on the Internet. The next is marketplaces. Marketplaces are places where buyers and sellers come together to transact. Marketplaces have always existed in the offline world. It turns out that the Internet is a terrific place to create marketplaces. And they have much better economics. There is no gross margin for the marketplace operator, just a transaction fee. There is no inventory. There are no shipping costs. All of those costs are born by the seller. I have invested in quite a few online marketplaces. I love the economics of these businesses. I plan to write an entire post in this series on peer to peer business models and marketplaces will be a large component of that post, so I will move on.

One way to get past the gross margin and differentiation problem on the Internet is to make all the goods you sell yourself. This is called "vertically integrated retailing" and it is a growing trend in online commerce. A great example of this model is Warby Parker which makes and sells a line of fashion eyeglasses. Warby Parker has no stores (at least they didn't when they started out). The Internet is their store. Vertically integtrated retailing has better economics because your products aren't commoditized by Google and the other search engines. Customers seeking your products must come to your website to purchase them. But these businesses have other issues. Building a brand is tough, particularly from a standing start. Manufacturing, most likely overseas, can be a challenge. The capital costs remain high because you still need to stock up on inventory. And you can face markdowns if your SKUs go out of style. Although I like this model much better than straight up retailing, I have never invested in this model either. The Gotham Gal has made a few investments in this sector though.

Another flavor of retailing is flash sales and daily deals. This is not a new concept on the Internet. There have always been clearance sales in the retailing world. But the Internet brings new tools to drive immediacy and rapid transactions. A french startup called Vente-Privee brought the concept of the flash sale to the Internet over ten years ago and it has been adopted widely across the globe, particularly in the past five years. Flash sales have better economics than traditional retailing. They are often acquiring the product at discounted prices. The inventory costs are lower because they blow out of the product quickly. And there is no competing for the buyer's loyalty on Google every day. Flash sales sites leverage mailing lists to bring their customers back again and again. The issue with flash sales is customer burn out. It is difficult to maintain a vibrant flash sale business over many years.

Auctions are another way to drive commerce online. eBay is the canonical company in this category. The nice thing about auctions is they leverage a set time frame to drive toward a clearing price. It is game of sorts and can be quite addicting and engaging. Auctions work particularly well in marketplaces where there are unique items to be bought and sold. eBay's gradual adoption of the "buy it now" model suggests that there are limits to the auciton model at scale and that consumers prefer a straight up retail model because of its simplicity. I suspect that auctions make up a substantially smaller percentage of online commerce revenues than they did ten years ago.

The revenue model hackpad )includes a number of other forms of online commerce which I am not going to dive into in this post. If you have questions about any of them, I would be happy to take them in the comments.

In summary, commerce represents the largest and most common online revenue model. But it is not an easy one to execute profitably. It lends itself to commoditization and margin compression in most cases and the economies go to scale players like Amazon, eBay, and Walmart. While there has been substantial venture capital investment in this sector, particularly in recent years, it is not a sector that I like very much, other than marketplaces which to me are really peer to peer businesses. I will cover them more in a few weeks.

# No MBA Mondays This Week or Next

Although I plan to blog during my vacation, I am not going to write MBA Mondays posts until I get back in the new year.

So as a placeholder, I am re-running the video of the Skillshare class I did on Employee Equity in April of this year. If you haven't seen it, I think it's a good primer on how entrepreneurs should think about managing the employee equity in their companies.

# MBA Mondays: Revenue Models – Subscriptions

When I got into the venture capital business in the mid 80s, software was sold. You would pay a large sum to acquire a license to the software and then a much smaller annual fee for maintenance and support. Today, most software is sold in a subscription model. You pay a monthly fee for the right to use the software. If you stop paying the monthly fee, your right to use the software goes away. Maintenance and support is bundled in.

The emergence of the subscription model has made the software business better. In the old upfront license fee model, software companies would trade at 2-4x revenues. Now they trade at 6-8x revenues. That reflects the recurring, almost annuity nature of the subscription model.

Software is not the only technology oriented business that utilizes a subscription revenue model. Content has also moved from an upfront fee (buy an song or a movie on iTunes) to a subscription model (a monthly fee for Spotify, Rdio, Netflix, or Hulu).

And infrastructure is now also sold on a subscription model. Amazon Web Services (AWS) is a great example of this. Need a server? You can provision it for yourself in the cloud and pay a monthly subscription for it. Same with storage and a host of other infrastructure services.

The emergence of the subscription model for software, digital content, and infrastructure has led entrepreneurs to offer all of these in limited form for free with a paid upgrade to a monthly or annual subscription. The term for that form of subscription is freemium, a term that was invented by Jarid Lukin in the comments on this blog in March 2006.

Subcriptions can be paid monthly or annually in advance. Many companies opt for the latter model and that works really well because it creates a favorable cash flow dynamic in the business. Cash comes in before most of the revenue is recognized, leading to a healthy and predictable business model. In addition, the subscription business model allows a company to book most of the revenue for the year in advance. Companies with subscription based revenue models often have great visibility into the next twelve months of revenues, a feature which makes for a great public company.

The big gotcha in subscription revenue models is churn. If you churn more than 10% of your customers every year, subscriptions can be a challenging model. You need to grow new customers at 10% just to stay even. I encourage our portfolio companies that utilize a subscription model to be very active at managing customer satisfaction and to actively monitor the customer's usage of the software or service to identify customers with high churn potential. This kind of data can be automated and leveraged to proactively manage problem accounts and reduce churn.

The first several years of a subscription based business will typically require a fair bit of funding because the revenues come in over time instead of up front. But once a subscription business reaches scale, it has very favorable cash flow dynamics, as mentioned above. For these reasons, subscription based businesses are good businessed to raise capital for and investors generally find them attractive to invest in.

In many ways, the subscription business model is the most attractive of the "big three" (advertising, commerce, and subscriptions), all of which we have now covered in this MBA Mondays series on business models. Subscriptions are more predictable and reliable and as a result create more investor confidence leading to higher multiples and more valuable businesses. Of course that is not universally true of all businesses, but I have found it to be generally true over long periods of time and many different businesses.

# MBA Mondays: Revenue Models – Peer to Peer

We've covered advertising, commerce, and subscriptions so far in this series on business models. And while they are the big three of Internet business models, they all existed well before the Internet. They are not Internet native business models.

If there is one thing I have learned investing in Internet businesses over the years it is to pay attention to things you can't do without the Internet. And that describes peer to peer pretty well. Like the Internet, a peer network empowers the edges and devalues the middle. I like peer networks very much.

If you look at the revenue model hackpad-EgXuEtSibE7), you will see a list of some interesting peer network businesses, including our portfolio companies Lending Club and Etsy. They all take a similar approach to revenue generation. They connect one or more people together to conduct a transaction and take a fee for doing so. In Etsy's case the transaction fee is 3.5%. In Lending Club's case, the fee is generally 4% to the borrower and 1% to the lender. In Kickstarter's case, the fee is 5% to the project creator if the project is successful.

But there are ways to generate revenue outside of the transaction fee in peer networks. Etsy is a great example. In addition to the 3.5% transaction fee, they charge a 20cent listing fee, a payment fee for payments processed on their direct checkout service, and they have an advertising marketplace so sellers can promote their items on Etsy. It is possible to sell on Etsy and share less than 5% of your revenue with Etsy. It is also possible to sell on Etsy and share more than 10% of your revenue with Etsy. It all depends on how many of their services you are using to run your business.

I like this approach very much. I think the basic fee for participating as a seller in a peer network should be as low as possible. This allows the marketplace to develop as much liquidity as possible. Increasing transaction fees will push sellers out of your market into other ones. The better approach to increasing revenues is value added services that sellers can avail themselves of but are not required to. If these services allow sellers to sell more or if they make selling easier, sellers will adopt them and your take rate can ultimately be much larger than your transaction fee.

The purpose of the revenue model in a peer network should be two fold. First it should incent as many participants in the peer network as possible (ie the lower fees the better). Second, it should produce enough revenue so that the business will produce significant profits at scale.

The thing about peer networks is most of the value is created by the participants in the network. The business doesn't do that much. It provides the basic infrastructure so that the market can work. It provides trust and safety and governance. And it provides customer service and support. The participants in the network do most everything else. That means these businesses can and should operate very efficiently at scale.

Craigslist is a good example of a peer network leveraging the power of the model. I have no idea how much revenue Craigslist makes and how many employees they have. But I would not be surprised if it were a $200mm annual revenue business with $150mm or more of annual profits. And yet it is capturing a tiny amount of the economics in its peer network. It should easily be the case that billions of dollars a year are transacted because of Craigslist. So what you see is a huge amount of transactional volume, a relatively small percentage of which is captured in terms of revenue, but a huge percentage of the revenue that is collected drops to the bottom line. That is what a peer network business model should look like.

And it scales really well. Because so much of what a traditional business would do is being done by the peers on the network instead of the company. Compare an online retailer with Etsy. An online retailer needs to have buyers and merchandisers. It needs to have inventory and warehouses. It needs to ship and track. It needs to spend a large percentage of revenues on marketing, customer acquisition and retention. Etsy doesn't spend much money on those things. Their sellers do. And as a result, their sellers keep more than 90% of the value of the transaction as opposed to giving up 50% as a wholesaler.

So peer networks are powerful businesses that when constructed well have great defensibility and staying power. The key is keeping the take rate as low as possible and incenting participants to transact with you instead of someone else. If you can do that, you can build a large and sustainable business with this model.

Guest Post: Startup Business Development 101

Holger Luedorf has been doing business development in the web/tech/mobile sectors for almost 15 years. He currently leads Business Development (BD) for our portfolio company foursquare. Holger has contributed a guest post with a bunch of great advice for startups that are just getting around to BD and what they should do and what they should not do. His views and opinions are his own and not those of foursquare.  
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The Beginner's Guide to Start-up BD: 15 Basic Rules

A lot of the rules below will seem like no-brainers to any seasoned business development manager, but I think it is worth putting them together in one list. I hope that they will be useful for teams that are building up BD teams from scratch or to those start-ups without a dedicated BD team and in which for example the founders or others take on BD as an additional responsibility. I don't think this list is complete and I am planning to add additional rules over time. If you have any direct feedback, please tweet me at @holger.

 Create clear BD targets – This goes without saying, but it is worth repeating. Without clear targets, a BD team will aimlessly chase deals and in the worst case have a distracting effect on the rest of the organization by creating deals that are not core to the company but take up valuable executive, product, and engineering resources. Ideally, BD targets are a subset of the overall company goals (e.g. grow the user base, expand internationally, outsource a critical technology etc.) but they could also be outside the core company goals, like exploring alternative business opportunities, seeking M&A opportunities etc.

 Structure your approach – Don't just run off and randomly approach partners. Once the goals are set, the first thing the BD team or person should do is set priorities in terms of who your ideal partners are. This includes market sizing, market and competitive analysis, and a clear timeline. If you are new to the industry you better start researching yesterday. There is nothing worse than being pitched by someone who did not make the effort to understand your business and the challenges you are facing. Secondly, you need to put a lot of work into figuring out how to approach these partners (more to that in point 3). Finally, you have to make sure you have all the necessary contacts to approach your target partners. If not, work your network. Cold calls are rarely effective. Unless you come recommended by a trusted source, chances are very low that you will get someone's attention. Ideally, you have built up a ton of what I call "good karma" by helping out others friends in the industry in previous situation so that you can call in some favors and ask for introductions.

 Solve problems, help partners reach their goals – This is one of the most critical business development tasks. Partnerships never work when the benefits are one-sided. In addition to helping you reach your own targets, you really have to figure out how your proposal helps the potential partner reach their goals. Again, you would think this is a total no-brainer, but this does not seem to be the case judging by the large amounts of proposals that I get that are not really solving any of my company's problems, or are so obviously mass-emails without any direct relation to myself or my organization. I consider these proposals to be spam and will refuse even reading those emails once I realize what they are.

 Be prepared, research the companies you want to partner with – In addition to a well thought out, mutually beneficial proposal, it is important to research your target partners. To me this is like prepping for an interview. Nothing worse than realizing that the person you are interviewing knows nothing about your company or the issues you are facing but at the same time tells you how "passionate" s/he is about your business. Try to figure out what is top of mind for your potential partner. Is it facing a particular competitive thread, has it had a major product launch failure, has the team that you are speaking to experienced a recent change of executives etc. There are so many possible reasons that might make you want to tweak your approach, change your timing, etc. It is always hard to know for sure what matters most, but I am a firm believer that solid preparation will help you produce better partnerships. I am literally spending 15-20% of my work time researching the mobile, location, advertising space etc. to understand what our partners are most likely thinking of our product and our company. This means scanning a lot of industry press and frequently meeting with peers to share information.

 Understand the partner organization – This is related to the previous point, but focuses on a different aspect. Especially when trying to partner with a large company, you want to make sure you have as complete of an understanding of the organizational structure as possible. Who are the decision-makers, which teams or managers are heavily weighing in, who is responsible for the long-term execution of the partnership etc. This organizational understanding will help you address the right people in the partner organization and help you identify additional contacts you might want to connect or back-channel with.

 Build a hierarchy of touch points – Ideally, a start-up BD team does not act in a vacuum but is able to tap into various levels of its own managers and executives. I am fortunate that our CEO and other execs realize the value we can drive via partnerships and that they support the BD efforts in building additional touch points between our company and that of certain partners. For high-value partnerships, I always try to build a relationship on multiple levels, e.g. between the two day-to-day partnership managers, between the two VP-level managers responsible for those partnership, and ideally also between two or more C-level execs. Having these multi-level relationships gives you more flexibility in dealing with your partners. In certain scenarios bottoms-up approaches might work better and you want to convince the ground-level partner managers first but in other cases it might be better to pitch top-down knowing that an executive is passionate about certain topics and will strongly influence the decision making process of her organization.

 Always be responsive – A pet peeve of mine. I think it is disrespectful not to respond to companies or people reaching out for various reasons. The only things I usually do not respond to are blatantly obvious sales pitches. But if people are reaching out asking for jobs, with a partnership proposal, or some simple user feedback, I will always try to reply within 48 hours, sometimes much faster. In many cases my answers are a short but polite "No", but at least I acknowledge their message or request. This is how I expect to be treated, and that is why I tend to spend a good amount of time responding to incoming email, twitter, and Linkedin messages, etc. I am pretty sure that there are a lot of people who disagree with me on this, but that is my personal modus operandi, which I think this also creates "good karma". (side note: I do not connect with people on Linkedin unless I had at least a few minutes of personal interaction).

 Don't rush, don't annoy – Always remember that you are working in a dynamic start-up while some of the bigger organizations you are trying to partner with have heaps of processes and check-points that decisions have to go through. I remember from my time at two of those large organizations, in my case Deutsche Telekom and Yahoo!, that people in those organizations could get frustrated with impatient partners banging on their doors all the time. My mantra: Pitch, have a solid follow-up providing additional data points or whatever else were the action points, but then let it sit for a period of time, before sending a reminder. There might be legitimate deadlines that you want to be clear about but otherwise give your partners enough time to make their decision, at their own pace. Appearing over-eager never helps from my experience.

 Can't close? Regroup, analyze, and adapt if possible – Don't beat a dead horse. If a deal cannot get done, and there might be many good reasons, regroup and think why the partnership did not make sense for the potential partner. Did you have the right partnership concept in the first place, were you talking to the right potential partners, did you talk to the right people in the organization, did the business model make sense for both parties etc. There can be hundreds of reasons why a deal did not work out and it is important to really try to understand why and come up with an alternative approach.

 Own your partners, not just deals – There is a fundamental difference between Business Development and Partner Management. In many large organizations you have a dedicated BD team that flies in to negotiate and close a deal and then moves on to the next deal with another partner. On the other hand you have Partner/Account Management that identifies potential deals, brings in BD for potential negotiations, and then takes over full responsibility for the deal implementation and on-going partnership. In a start-up with potentially no dedicated BD team or at best a very small one, you have to double-up and take responsibility for both the deal making and on-going partner management. This can be tricky as in the BD negotiations you want to be able to get the best possible deal for your company and this can create friction with your partners, while as a partner manager you want to be as close to your partner as possible to understand what is going on and in order to smoothly execute the partnership. When BD is a separate function from Partner Management, it is easy to play good cop, bad cop. The BD guys are the bad cops haggling over the best possible deal while the partner manger is the good cop back-channeling with the partner organization trying to create a positive, productive setting for the partnership. In a start-up you really have to bridge those attitudes, which takes some experience. In the end solid knowledge about the partner's organization and goals will help you find that right balance.

 Don't over-commit, internally or externally – With many partnership opportunities, you only have a few potentially only one shot at getting it right, so it is critical that what you commit to towards the partner is actually something that your company can deliver. This might be in the form of a product feature, launch timeline, support function etc. Do not over commit as you run the risk of killing the short-term opportunity and long term relationship. The same is true for internal commitment. Make sure that deals are signed off by and have commitment from all internal parties involved. This includes the management team, which has to ensure that a deal is in line with the overall company objectives.

 Build strong relationships with key partners over time – What goes around, comes around. A strong working relationship with partners will help you build trust over time. Don't forget that industries tend to be very small so having a solid reputation for being a trustworthy, proactive interface and partner will help you when partners research you and your company. Also keep in mind that many times, people will stay involved in a single industry over decades, so how good your relationship with someone 5 or 10 years ago was does matter in a new setting, maybe after that person joined a new company that is a potential partner of yours. Strong relationships with business partners will help getting deals done and in some cases can be the deciding factor that a decision-maker on the partner side chooses your company over another. Following many of the points above is what creates such strong relationships.

 Be present as a company – In some cases your start-up is doing so great that you are getting a ton of positive press and interest from companies who want to partner with you. But these scenarios are rare and can change. One factor that will support your BD efforts is that your company has a positive image in the market. In addition to your start-up's marketing & PR functions, BD can play an important role to represent the company to the outside world. Participation in conferences or other speaking engagements, hosting university student visits, or providing quotes and insights to journalists are all things that can help your company and your efforts as a BD team. Of course this should never become a time-suck for you and others on the BD team, but especially when it can be done mainly locally and without much travel involved, it can be a good way to make your company be "part of the conversation", gain valuable market insights, and network with other people and companies in the industry.

 Relay partner feedback back into your own organization – The BD team is usually one of the most outward facing teams in a start-up and as such you will be able to collect a ton of valuable feedback for company. A lot of partner meetings generate a lot of information like product critique, observation of what the competition is doing, insights into what partners would like to see in terms of product innovation etc. Make it a point to regularly pass this knowledge on to the respective teams in the organization as it will help educating the organization and making more informed decisions.

 Make sure you have solid legal support – I have been fortunate to have had outstanding, dedicated lawyers to work with on deals in all of my past jobs and as well as in my current role at foursquare. Having experienced legal support that really understands the big picture and has a good balance of risk-averseness and business acumen will help getting better deals done faster. Weak legal support can kill or create weak deals.

# MBA Mondays: Revenue Models – Transaction Processing

Transaction Processing is not a "net native" business model. There have been businesses built up around processing transactions for a long time. But the Internet and Mobile present some challenges in processing transactions and therefore there are opportunities to build substantial businesses around helping companies process transactions.

If you look at the Revenue Model Hackpad, you will see that there are a number of different kinds of transaction processing businesses:

The first four examples in the hackpad are related to credit card processing, the next three are related to banking transactions, then there is fulfillment which is physical logistics, then the next three relate to the world of telephony, and the last one is related to internet and mobile platforms.

So you can see that transaction processing is a business model that can be applied to a number of different types of transactions. And certainly our revenue model hackpad is not comprehensive. So I am sure there are many other forms of transaction processing businesses in the online world.

The thing that all of these forms of transaction processing have in common is the processor handles a transaction that was generated by another product or service and provides some form of completion service and charges a fee for doing so. That could be processing a credit card transaction, handling a banking transaction, shipping something to someone, completing a call originated on another network, or distributing a third party app on an internet or mobile platform.

For financial transactions, the fees are generally small, typically in the 2-4% range. For banking transactions, the fees are often much smaller than that because the credit and fraud risks are lower. For logistics (shipping and handling), the fees vary but relate to the costs of providing the service. For telephony, the fees are generally expressed per minute or per message and are generally low but can be high in certain markets. Platform distribution fees are the outlier as they are often very significant, Apple charges a 30% cut in its app store.

For the most part, the transaction processing business model is all about scale. You process billions of transactions and take a few percent of the total transaction value. PayPal processed $145bn of transactions in 2012 and generated $5.6bn in revenue. Out of that $5.6bn, PayPal has to cover all its costs including processing fees to other transaction processors, customer service, fraud prevention, fraud losses, technology and development, and several others. I am certain that PayPal makes a very nice profit off of that $5.6bn of revenue but it is probably on the order of $1-2bn, which is in the range of 1% of the total transaction volume. This is a business model of pennies on the dollar, literally.

One of the challenges of this business model is that the fixed costs required to process transcations can be significant and you will operate a loss until you can get to scale. You can see that by looking at how much capital Square has raised to date. Crunchbase has it at $341mm. Now Square is one of the most exciting new companies created in the past five years and is executing incredibly well. But it has taken hundreds of millions of dollars to get where it is today. That's what I am talking about. You had better be prepared to fund the costs of ramping to scale if you want to be in this kind of business.

In general, I like these kinds of businesses a lot once they reach scale, but am cognizant of the costs of building them. They are not for the faint of heart.

# MBA Mondays: Revenue Models – Licensing

Licensing, according to wikipedia, is an authorization (by the licensor) to use the licensed material (by the licensee). Of all the business models listed on the revenue model hackpad-EgXuEtSibE7), licensing is the least net native business model. There is very little about the internet that makes licensing work better and there is a lot that makes it work worse.

Here are some of the ways licensing can be used to build a business:

The first five items in that list are related to the software business and reflect the dominant business model for software before the internet came along. Software used to be sold (licensed) with maintenance as the recurring revenue item. The internet has largely changed that with software moving to a subscription model (SAAS) as we discussed in the subscription post. Software is still sold with a license, in fact the SAAS model doesn't change the provision of a license, but the idea that you will pay up front for a license has largely gone away in favor of the subscription.

An important and growing form of license is the open source license. There are a number of variants on the open source license but the basic idea is the licensor makes a license of the software avaialable for free for anyone to use, modify, and share. The benefits of this model is that the software is maintained and improved by a group of developers working together with no economic model around their collaboration.

The last two items are forms of intellectual property licensing where an owner of a patent or a brand will license it to someone else to use in return for a monetary payment. These revenue models can work online but they don't take advantage of the scalability of the internet. In fact intellectual property and the internet are in many ways in tension with each other.

The only form of licensing that USV is actively investing around is the open source model. We think open source is an attractive form of licensing that creates network effects in the developer and user community and we have had success investing in the open source model.

That said, licensing is probably the least interesting business model to me of all the ones we are covering in this series. It is possible that entrepreneurs will invent new ways of licensing that take advantage of the scale and reach of the global internet, in the way that open source does, and that could produce some interesting opportunities.

# MBA Mondays: Revenue Models – Data

The Internet is a data generating machine. According to Eric Schmidt, every two days now we create as much information as we did from the dawn of civilization up until 2003. It's also incredibly good at presenting that data, both to humans and machines.

So it makes sense that collecting and publishing data is one of the primary business models on the Internet. Here are some of the examples that you all created on the revenue model hackpad-EgXuEtSibE7):

I like to think of data businesses in two categories; businesses that aggregate and then publish data and businesses that generate their own proprietary data by virtue of the service they provide on the internet.

Most of the companies listed in the data section of the revenue model hackpad are businesses that aggregate data from others and sell it. These can be good businesses but they are rarely great businesses.

Google is an example of a business that generates its own proprietary data by virtue of the service they provide. Google doesn't monetize with a data revenue model, they monetize with advertising that is targeted based on the data they generate. But in many ways, Google is a data business. Data is the secret sauce of their business and they have invested heavily in data science to maximize the value of their data.

Facebook and Twitter are rapidly becoming data businesses like Google. They collect a ton of data about users and what they think about and care about by virtue of providing a free and valuable service on the Internet. And that allows them to improve their services, make them smarter, and to target advertising to their users.

Going back to the aggregation model, if you are going to pursue this approach, try to figure out how to make your data as proprietary as possible. Anyone can aggregate so you run the risk of commodification in the aggregation game. If you can create some sort of proprietary advantage, either through exclusive access to the data or through some sort of refinement of the data using your own insights and analytics, that leads to a better aggregation type business.

Most data businesses are subscription based, but data can also be sold on a transactional basis. Transactional models are easy to sell when you are just getting going, but subscription models work better over the long run.

Many data businesses use APIs to make it easy for their customers to get data into their own systems. This is a good idea because it makes it harder for customers to leave if your data is part of their systems. If you can make your data part of a broad ecosystem, that is a good thing.

Selling data is a good way to build a business on the Internet but if you can figure out how to leverage proprietary data produced by your service to make your service even better, that often turns out to be an even better "data business".

# MBA Mondays: Revenue Models – Mobile

The last two categories in the revenue model hackpad-EgXuEtSibE7) (mobile and gaming) are not really revenue models, they are sectors that have interesting revenue models worth discussing in this series. Today we will discuss mobile and next week we will discuss gaming.

Here is what we filled out for mobile in the revenue model hackpad:

Mobile offers revenue opportunities that the web does not for a few reasons. First, the downloadable app/app store model makes selling your software much easier on mobile than it is on the web. In 2012, almost $7bn of apps were sold in the iOS and Android app stores. Most of these purchases are being made as in app upgrades instead of initial purchases.

But as huge as app sales are, including in app purchases, I believe this will be the smallest of the big three mobile revenue models over time (app purchases, advertising, and transactions).

The mobile advertising market was estimated at around $3bn in 2012 but it is growing twice as fast as app purchases and is projected by Gartner to be over $20bn by 2015, a 90% annual compound growth rate (that compares to app purchases which are growing at about 30% per year).

I do not believe that we have yet cracked the code on mobile advertising. Mobile native approaches like Twitter's promoted tweets show the way. Interruption and "display" models aren't likely to work in mobile so we will need ad formats and solutions that are truly native in the mobile app and browser. The market is quickly innovating and I believe we will see a number of interesting models emerge this year which will cause the mobile ad market to grow quickly.

But as attractive as selling apps and running ads on them is, I believe the biggest and most attractive model in mobile is the transaction. Slowly but surely, our phone is becoming our wallet. And I don't mean wallet in the way that Google and PayPal think. I don't think we will necessarily have a mobile wallet. I think the apps on the phones will just have native transaction capability in them.

I have a friend who recently moved from NYC to SF and was back in NYC for a week of meetings. He told me he kept accidentally getting out of cabs without paying while he was in NYC. Using Uber in SF had trained him that once he had booked the ride on his phone, that was all he needed to do. Soon hopefully we will all be doing that with our Hailo app in NYC.

But that is just an example. Imagine if you could both checkin and checkout on your Foursquare app? Imagine if you could just walk into a movie or an airplane just using your phone (you can!). All of these things are possible without mobile wallets. The phone is our mobile wallet.

So I think transactions will be the biggest and most native form of monetization on mobile over time. That doesn't mean that you can't build a good business doing in app upgrades and mobile advertising. But it does mean that transactional networks on mobile is the biggest opportuntity in mobile that I see.

Next week, we will talk about gaming and then we will wrap this series on revenue models.

# MBA Mondays: Revenue Models – Gaming

Like last week's post on mobile revenue models, gaming isn't a revenue model itself, but it does offer a number of interesting revenue models and is worth discussing in a post in this series. This is the last post in the revenue model series, which is based on the peer produced revenue model hackpad-EgXuEtSibE7) we created at the start of the series.

Gaming is interesting because there are a number of revenue options that game developers can choose from when thinking about how to make money from their game. The hackpad lists the following:

There is still a sizeable business in selling a version of the game to the game player. That's how the console game (xbox, etc) market works. It is also how downloadable games market works. And there is a vibrant market in mobile games that you have to pay for to play.

But the games market has been moving to newer models in recent years. In app upgrades is certainly one of the more important revenue models. Many of the most popular mobile games are free to play but offer in app upgrades to get more game elements or simply to eliminate the ads. This is an example of the freemium business model in action.

Advertising is another important revenue model. For many web based games, advertising is the dominant form of revenue. On mobile, advertising supports the free offer and the elimination of advertising is often the value proposition for the in app upgrade.

The revenue model that is mostly (but not totally) unique to gaming is virtual goods. Virtual goods (like a tractor in Farmville) allow the player to have more capability in the game and they can be earned over time but are often purchased to enhance game play. This revenue model was inititally created in the asian gaming market but has been adopted by game developers all over the world.

I have been waiting for non gaming web and mobile services to adopt the virtual goods model but have yet to see anything that feels like it is working really well. Virtual goods is another excellent implementation of the freemium approach to business model.

There are game developers who use all of these models at the same time. They might sell their game on certain platforms, they might offer a free ad supported version on mobile with in app upgrades and virtual goods. In many ways, I think the gaming market is the most sophisticated about revenue models of all the sectors in web and mobile. That may stem from the fact that most games have a finite life and so the developer has to extract real revenue quickly to get a return on the investment they have made in developing the game. I think there is a lot that the rest of the web and mobile services world can learn from the gaming market.

# Whither MBA Mondays?

I have been writing MBA Mondays every week since January 2010. There have been roughly 160 MBA Mondays posts to date. It is a substantial body of work. I have no clue how many words I have written on this topic, but it feels like a lot.

I am not sure where to go from here. I am spent and don't feel like I have any more MBA Mondays material. I used to look forward to writing these posts every Monday. Now I dread it.

So I am suspending this feature for now. Taking a sabbatical. I can't promise they will be back. But I am not sure they are over either. Time will tell.

# Revenue Traction Doesn't Mean Product Market Fit

I recently had lunch with Mark Leslie, a successful entrepreneur and CEO, who now teaches at Stanford and works with startups, often as a board member. He told me about a paper he and a colleague published in Harvard Business Review called The Sales Learning Curve. I read the paper and it articulates something I have seen quite a few times myself.

The paper starts out with this observation:

_When a company launches a new product, the temptation is to immediately ramp up sales force capacity to acquire customers as quickly as possible. Yet in our 25 years of experience with start-ups and new-product introductions, we've found that hiring a full sales force too fast just leads the company to burn through cash and fail to meet revenue expectations. Before it can sell the product efficiently, the entire organization needs to learn how customers will acquire and use it, a process we call the sales learning curve._

Not only does the organization need to learn how customers will acquire and use the product, it is also true that the product itself may not be exactly what the market wants. In other words, launching a product is not the same thing as acheiving product market fit. The organization may need another six months, a year, or even longer to get to prodcut market fit.

One of the things I have observed over the years is that a hard charging sales oriented founder/CEO can often hide the defects in a product. Because the founder is so capable of convincing the market to adopt/purchase the product, the company can get revenue traction with a product that is not really right. And that can hide all sorts of problems.

I am thinking of a company, which will remain nameless, that ended up selling itself in a fire sale. The company had strong revenue traction early on, and with that traction raised a big round of financing, which then led to a big increase in headcount, for both sales force and product/engineering, and then faced a lot of churn in its customer base. That led to a very difficult period where the company worked hard to iterate on the product while maintaining this high burn rate. In the end the burn rate killed the company and in my opinion it never really found product market fit.

Like Mark Leslie advises in The Sales Learning Curve, it is dangerous to ramp up headcount and burn until you are certain that you have the right product and the right people and processes in the organization to support the product. And early revenue traction, often driven by a passionate founder, can be a nasty head fake. Try not to fall for it.

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The Return Of MBA Mondays: I am going to try a new take on MBA Mondays, suggested by one of you in the comments last monday. I am no longer going to write posts on specific topics as I was doing. I am going to take a page out of the "case method" and tell stories that have a lesson, hopefully based on real situations that I have lived through. I don't know how well this will work, but I am going to give it a try.

# Don't Let A Good Crisis Go To Waste

My partner Albert shared this line on his blog almost five years ago now. I find myself using it all the time. And it is an important lesson that I have learned in my career.

When something goes badly in your company, for many the initial instinct is to keep things under wraps as much as possible to avoid freaking everyone out. I would argue that it is better to acknowledge the crisis and use it to your advantage.

Change is hard to bring to an organization and a time of crisis is often a perfect time to make some changes that you have wanted to make for a while. It creates a perfect backdrop and context for doing that.

Maybe you are in the midst of a financial crisis brought on by a tough fundraising environment. Maybe you are experiencing some management turmoil. Maybe you've lost your largest customer. Maybe you are getting pummeled by bad press. It really doesn't matter what is the cause of the crisis, but all of the above will work well.

I have seen a portfolio company react to a financing crisis react by making important and overdue changes to its business model and organization. The financing crisis ended and the company emerged in a much stronger place.

I have seen an entrepreneur react to the loss of several important team members by shuffling up the organization, pivoting the product roadmap, and operating with a much leaner team. The company recovered from the loss of the key team members, launched a new product very successfully, and got onto a path to profitability.

There are a lot of these stories to tell. Because crisis is what brings clarity and focus. You get punched in the gut, you get back up, and you take care of business.

So if you are in the middle of a crisis in your company right now, think hard about using it as an opportunity to make some changes. There is never a better time.

# Don't Let A Good Crisis Go To Waste

My partner Albert shared this line on his blog almost five years ago now. I find myself using it all the time. And it is an important lesson that I have learned in my career.

When something goes badly in your company, for many the initial instinct is to keep things under wraps as much as possible to avoid freaking everyone out. I would argue that it is better to acknowledge the crisis and use it to your advantage.

Change is hard to bring to an organization and a time of crisis is often a perfect time to make some changes that you have wanted to make for a while. It creates a perfect backdrop and context for doing that.

Maybe you are in the midst of a financial crisis brought on by a tough fundraising environment. Maybe you are experiencing some management turmoil. Maybe you've lost your largest customer. Maybe you are getting pummeled by bad press. It really doesn't matter what is the cause of the crisis, but all of the above will work well.

I have seen a portfolio company react to a financing crisis react by making important and overdue changes to its business model and organization. The financing crisis ended and the company emerged in a much stronger place.

I have seen an entrepreneur react to the loss of several important team members by shuffling up the organization, pivoting the product roadmap, and operating with a much leaner team. The company recovered from the loss of the key team members, launched a new product very successfully, and got onto a path to profitability.

There are a lot of these stories to tell. Because crisis is what brings clarity and focus. You get punched in the gut, you get back up, and you take care of business.

So if you are in the middle of a crisis in your company right now, think hard about using it as an opportunity to make some changes. There is never a better time.

# Tenacity And Persistence Pays Off

Continuing the theme of case studies for MBA Mondays, I want to use a milestone that was passed last night to make a bigger point about startups.

I have known Scott Heiferman since the late 90s. He was one of the early NYC web 1.0 entrepreneurs. We were quite friendly with Scott but we were not early investors in Meetup, the company Scott started right after 9/11. Scott and I were at an event together and when asked about something he replied that he viewed Meetup as "a twenty year project." He said that it would take at least twenty years for Meetup to achieve all that he wanted from it and possibly a lot longer. And that he was patient and committed to that timeline.

As we left the event, I turned to my partner Brad and said "we should invest in Meetup, Scott is the kind of entrepreneur that we like and respect." And eventually we did invest in Meetup and we have been investors in Meetup for almost six years now.

Meetup is in its second decade as a company and growing rapidly. **Last night Meetup booked its hundred millionth RSVP**. You can see the counter at the top of this page. That is one hundred million people who used the Internet to get off the Internet and go out and meet other people and talk about things they are passionate about. Now I realize that some of these hundred million people are the same people doing this again and again. But even so, a hundred million RSVPs is a big deal for a company that has been plugging away on this mission for more than a decade.

When you are at something for a decade or more, it can become a slog. It requires tenacity and persistence to keep pushing and innovating. In the past year Meetup has started growing faster than it has in quite a while. The chart below shows that:

Scott and his team are as passionate about the Meetup mission as they were when they started the company. They have a very long timeframe in their minds and they are executing against it. And they are winning with tenacity and persistence. Which is why we backed Meetup in the first place. Well done Meetup.

# You Are Working Too Hard And Not Getting Anywhere

Continuing the case method on MBA Mondays, I am going to tell a story about a business model pivot that was not a full business pivot.

In the lull between Flatiron and Union Square Ventures, I made a few angel investments and the best one was in a company called TACODA that went on to become a Union Square Ventures portfolio company and in many ways directly led to the creation of Union Square Ventures. My partner Brad who I founded Union Square Ventures with had left the venture capital business temporarily and was involved in the creation of TACODA, having provided the initial seed capital to Dave Morgan, the founder of TACODA.

Dave had previously founded Real Media, one of the early ad server companies, and he had seen the need for better targeting of display ads on the Internet. His idea was to build a companion to an ad server that could collect behavioral data and target dispay ads to the people who actually wanted to see them. This became known as behavioral targeting. The intital business model was to sell the behavioral targeting engine to publishers who would then sell the behavioral segments to their agency customers.

The software cost between $10k a month and $20k a month and was sold as a SAAS service to publishers. TACODA closed a few big deals early on and got validation of the product and the market from that. But it got harder and harder to close these deals as publishers were wary of coming out of pocket big dollars on a new technology that they weren't sure would help them make more money.

After six or nine months of disappointing numbers, I recall a meeting with Dave where Brad pointed out that the team was "working too hard and not getting anywhere." Brad suggested that the company try a new business model in which it would operate the targeting engine in the cloud and sell the advertising in an ad network model and then share the revenue with the publishers. In effect, Brad proposed that we send the publishers checks instead of asking them to send us checks.

Dave saw the logic of Brad's arguments and slowly but surely pivoted the company into an ad network. And once the business model pivot was completed, revenue took off. In less than three years after the business model pivot, the company was doing north of $50mm in revenues and was bought by AOL for $275mm.

The moral of this story is sometimes you have the right product but the wrong business model. Fixing the business model can fix the company. It certainly did in the case of TACODA.

# Because It's Standard

Case studies are true stories that teach lessons. And one of the great lessons I got in my career was care of a lawyer named Morty. This is a reblog of a post I wrote in Feb 2007. I thought about it last week in an email discussion with a friend. And so I decided to share it with all of you as part of the MBA Mondays series.

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I woke up thinking about Morty this morning. I haven't seen or heard from him in over ten years. But Morty taught me one of the most important lessons about negotiating that I've ever learned.

Morty was Isaak's partner in Multex early on. They put up the initial money to get it started. Morty wasn't a venture guy. He was a real estate lawyer and sometime real estate investor. He was as conservative as you can get and never liked the startup/venture business. But he was Isaak's partner. And Isaak asked Morty to negotiate the term sheet for the seed round with me.

This was late 1992 and I'd been in the venture business for five years and was on my second or third deal on my own. I'd negotiated a bunch of term sheets by that point, but I'd never had a negotiation like the one I was in for with Morty. Actually I don't think I've ever had one as rough as that since.

Morty wasn't familiar with venture terms. They didn't make sense to him. So standing in an airport pay phone (before cell phones) I went line by line, term by term with Morty.

We got to redemption and he started in. " _Why do you need this provision Fred?_ ". I was getting tired of his non stop push back and blurted out " _Because it's standard. We always get this provision. Always have, and always will_ ".

That got Morty pissed. He shouted over the phone:

_I don't give a f >>>k that you always get this provision. Doesn't mean shit to me. This deal will be the first time you don't get it if you don't explain why you need it._

That set me back on my heels and I weakly explained that if the deal goes sideways for years, we need some way to get out of the deal and redemption provides that path. I don't even remember if he bought that argument. But I do know that we had redemption in the Series A at Multex and pretty much every deal I had done at that time.

But the point Morty made rang true to me and I've lived by his rule ever since. I never ever say that a specific provision is "standard". Nothing is standard. You either need it or you don't. Explain why you need it and most of the time you'll get it or something like it as long as both sides really want to make a deal.

# Great Entrepreneurs Will Listen To You But Will Follow Their Own Instincts

I told this story in the comments to saturday's video post, but since not everyone reads the comments and I want this to make it into MBA Mondays, I figured I would turn it into a case study.

In the early days of Tumblr, I used to bug David Karp, the founder and CEO of the Company, about comments. Though I had hacked my tumblog with Disqus, I wanted to be able to comment on other tumblogs and the vast majority of them had no comments because Tumblr did not support them natively. I was fairly persistent in my argument.

But David held firm. He wanted Tumblr to be a positive place on the Internet. The entire design of the service was with that in mind. There were loves (upvotes) but no downvotes. If you wanted to talk about someone's post, you had to reblog it to your tumblog and then add whatever you wanted to say. David thought that would eliminate trolling.

Eventually, I gave up and moved on to pestering some other entrepreneur about something I thought they should do with their product. David kept building positivity into his product and today there are 106 million blogs with 50 billion posts on them collectively.

In hindsight, I think David was right and I was wrong. I wanted him to build something that felt more like WordPress or Typepad (where I blog). He had something different in mind. And to David's credit, he had the courage of his convictions to follow his own instincts.

This is tricky territory for VCs and entrepreneurs. Because most of the time the entrepreneur will have a better feel for their product vision than the VC will. But there are times when what the entrepreneur is doing is not working and the VC will have to figure out how to get the entrepreneur to see that. I have learned to trust the entrepreneurs instincts until it is very clear I should not. Finding that line is art and not science and takes a lot of experience. And I still get it wrong from time to time.

# You Can Do Too Much Due Diligence

It's Monday, time for another lesson I've learned in the venture capital business. Today I will tell a story that I love telling. It has some of my favorite people in it.

Back in 2004, early in my blogging career, I heard about a service that had just launched called Feedburner. It provided a number of useful services for a blog's RSS feed. So I went and signed up and AVC became one of the first users of the service. I immediately liked the service and the idea. So I contacted the founder/CEO Dick Costolo, who has gone onto bigger and better things. I told Dick that I was interested in making an investment in Feedburner. My friend Brad Feld was also talking to Dick about the same thing so we decided to do the investment together.

As part of our investment process, we do a bunch of fact gathering/checking work that is called Due Diligence in the vernacular of the VC business. So my partner Brad Burnham and I put together a list of leading blogs and online publishers who had popular RSS feeds at the time. I think there were a dozen or so publications on that list. It included Weblogs (Engadget), Gawker (Gawker), NY Times, and a bunch more. We know most everyone who ran those operations so we called them.

What we heard was surprising. Not one of them was willing to hand over their RSS feed to a third party for analytics and monetization. We were very surprised to hear that and thought a bit about it. But, we decided, we could not invest in something that the big publishers would not support. So regrettably, I called Dick and told him we had to pass and why. Brad Feld went ahead with the investment and Feedburner closed their round without USV.

About six months later I ran into Dick at an industry conference. We decided to grab lunch together and during lunch he said to me "you know those dozen publishers you called?" I said "yes, what about them?" He said "every single one of them is on Feedburner now."

I was pissed. How could that be? So I said to Dick, "Would you consider letting us into that last round we walked away from." He said "No, but I will let you invest at a 50% increase in price". We did that and became an investor in Feedburner. And that worked out well when Feedburner was sold to Google a few years later.

So what did I learn from this lesson? First, trust your gut. I was using Feedburner and knew it was a very useful service. I felt that others would see that too. They did, but it took some time. Second, I learned that a service can get traction with the little guys and in time, the big guys will come along. I have seen that happen quite a bit since then. And finally, I learned that you can do too much due diligence. It's important to talk to the market and hear what it is saying. But you have to balance that with other things; the quality of the team, the product, the user experience, etc. You cannot rely alone on due diligence, particularly early on in the development of a company and a market.

# Success Has A Thousand Fathers

Back in the early days of AVC, I did a thing called VC Cliche Of The Week. There was an RSS feed of all of them powered by Delicious, but it is broken and most likely can't be fixed. You can find some of them on gawk.it.

One of the cliches I posted about is "success has a thousand fathers." I thought I would re-run that post. Here it is.

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You can count on it – when a deal works out spectacularly everyone involved will take credit for it.

This behavior is particularly annoying to the entrepreneurs who put the sweat, blood, and tears into the Company.

They watch the VCs take credit for the big success and it grates on them.

I have a couple rules that I try very hard to live by in this regard:  
1- the management team always gets the credit. VCs don't do the dirty work and should not get the accolades when things work out.  
2 – don't gloat. it's not becoming. humility in times of great success is a very becoming characteristic.

But it's really hard to follow these rules when things work out well. Because success doesn't come that often, and when it does, it has a thousand fathers.

# Product > Strategy > Business Model

One of the mistakes I see entrepreneurs make is they move to business model before locking down strategy. The way I like to think about this is get the product right first, then lock down the strategy of the business, then figure out the business model.

Getting product right means finding product market fit. It does not mean launching the product. It means getting to the point where the market accepts your product and wants more of it. That means different things in consumer, saas, infrastructure, hardware, etc, but in every case you must get to product market fit before thinking about anything else. And, I believe, moving to business model before finding product market fit can be the worst thing for your business.

Once you find product market fit and start thinking about business model, I suggest you take a step back and work with your team (and investors) to develop a crisp and well formed strategy for your business. Investors, at least good investors, are very helpful with this stage. If you watched the John Doerr interview I posted yesterday, you hear him talk about strategy a lot (Intel, Amazon, Google, etc). The best VCs are very strategic, have seen strategies that work and ones that don't, and can be a great partner to develop a straetgy with. This is one of my favorite things to do with entrepreneurs.

I remember back to the 2009 time period at Twitter. The service had most certainly found product market fit. And the team turned its attention to business model. There were all sorts of discussions of paid accounts, subscriptions, a data business, and many more ideas. At the same time, Ev Williams was articulating a strategy that had Twitter becoming the "an information network that people use to discover what they care about." And so the strategy required getting as many sources of information on to Twitter and as many users accessing it. It was all about network size. That strategy required a business model that kept the service free for everyone and open to all comers. That led to the promoted suite business model. Twitter executed product > strategy > business model very well.

We have also had many portfolio companies build revenue models that did not line up well with the strategic direction. And in some cases, the companies really did not have a well articulated strategic direction at all. That led to a lot of wasted energy building a team and a customer base that ultimately was not of value to the business. We have seen teams walk away from parts of their business because of such mistakes.

These kinds of mistakes are usually not fatal. Not finding product market fit is fatal. But going down the wrong path in terms of strategy and business model can be fixed. But it is painful, costly, dilutive, and sometimes can lead to a change in management.

So my advice is not to rush into business model without first finding product market fit and then taking the time to lock down on a crisp, clear, and smart strategy for your business. From there business model will flow quite naturally and you will be on your way to success.

# MBA Mondays: Sales Leads On A Small Budget

So today on MBA Mondays we are going to talk about something useful – Generating sales leads on a small budget. Every startup that wants to sell something runs into this challenge.

I asked Russell Sachs, who runs sales for our portfolio company WorkMarket to tell us how they do it. And this is what he put together. I think its terrific. I hope you do to.

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**Uncovering Qualified Leads Without a Big Marketing Budget**

It is hard to debate the fact that leads are the lifeblood for virtually every sales  
organization. Without qualified leads, scaling a business can be a tricky thing to maneuver. For  
large organizations with big marketing budgets, there are many options at your disposal – trade  
shows, conferences, SEO, social media, lead lists, outsourced sales and webinars to name a  
few.

But for startups, early stage companies and small/medium businesses, uncovering  
qualified leads on a tight budget is a very different situation, and one that many organizations  
struggle to figure out. While I am not suggesting we have discovered the holy grail here at Work  
Market, I am going to share some of the more effective methods that we have used, and look  
forward to additional comments on what this readership finds successful.

**"Calling All Customers"**

One of the easiest and most accessible sources for new prospects resides in an all too  
often untapped source; existing customers. What we have found in our organization is that  
there are networks and friendships that extend well beyond the walls of competition. If you are  
doing a sound job of servicing your customers, they will happily (in some instances eagerly)  
share the success with their peers; even those that work for a competitive organization. Asking  
your customer who else they can recommend can uncover a bounty of qualified targets for your  
sales team to go hunt. The obvious caveat here is knowing when you have earned the right to  
ask for referrals and recommendations.

A great example was a recent trip we took to visit a customer in a major metropolitan  
location. The customer was so impressed with our software and team that when we asked her if she knew anyone else she could refer us to, she picked up the phone and called her colleague  
at another company right on the spot.

**Leverage the Marketplace**

For those who are not familiar with Work Market, we are a contractor management  
platform tied to an online marketplace that lets enterprise organizations efficiently find talent and  
manage the onboarding and offboarding process of that contractor and freelance workforce.  
Literally thousands of jobs are run through our platform every single day, and we are proud to be  
able to support such a vibrant community. Because our freelancers have a great experience on  
our site, get paid every week by hundreds of companies and can essentially keep themselves  
busy all year, they are all too happy to refer us to other companies that they do work for or have a  
relationship with. In fact, some of our best customers are the direct result of our talented  
community referrals.

Recognizing that not everybody has access to an entire marketplace that they can tap  
into, there are countless similar ways to leverage the same "crowd" dynamics. Whether you  
sponsor a specific user group in your community, get active in a local "meetup" or become a visible member of a relevant organization, you can successfully create trust and credibility.  
Having others sing your praises will drive interest in you and your company after all, word of  
mouth is some of the most effective marketing available! Volunteer to host or chaperone a  
session, moderate an interesting discussion, or present on a topic of interest at a trade show or  
event. People will not only approach you to get your perspective on what you presented, but they  
will be more inclined to invite you into their office to learn more about your organization (and you)  
since you have removed the threat that you are simply contacting them to "get the sale". And,  
they will willingly share your information with their peers if you are providing them with content  
and direction.

**Get Social with "Social Media"**

I am not proclaiming that you should create a Facebook page to drive inbound interest  
(since this is an obvious solution). But there are a variety of professional tools like LinkedIn and  
Twitter that will enable you to find out who your customers are connected to and what their  
interests are. Too often, people are looking to link with others simply for the thrill of accumulating  
contacts or to help them get a job. But, by reaching out to your customers and partners and  
explaining why it makes sense to truly network via LinkedIn, you will have visibility into who they  
socialize with and open doors to a vibrant community of constituents.

Similarly, by using Twitter to communicate relevant articles, blogs and data to your  
community, potential customers will start following you and be more receptive to your overtures  
if they perceive you as a contributor and expert in their field. Creating a corporate and individual  
brand are vital to differentiating yourself. In our organization, we try to share content about  
contingent workforce topics, associated companies and pertinent data to our followers every  
week and have built a strong brand in the process.

**Generate a Newsletter**

At Work Market, we strive to educate our customers and prospects on a variety of issues, including product updates and new feature releases, ways to improve and scale  
contractor business, customer success stories and case studies, as well as industry topics.

For example, tax and compliance are of top of mind for organizations that leverage contractors.  
To address this, we recently ran a series of short newsletters educating our database about the  
pitfalls of improperly managing and utilizing those resources, and found the interest on this topic  
to be overwhelming. We used the power of sharing knowledge to establish credibility and enable  
prospects to feel comfortable reaching out to us to learn more.

In addition, there are plenty of wonderful, low cost tools that let you email your prospects  
and understand their open and clickthrough rates, survey them to gather feedback and opinions  
and have visibility and transparency into exactly what messages are resonating. You can then  
share this information with your sales force and arm them with a more precise, targeted  
message to serve as catalysts for powerful conversations.

**Outbound Calling Team**

To be clear, I am not saying that outbound cold calling is a "new" strategy, but I am  
shocked at how many people have proclaimed that using the telephone to source opportunities  
is dead. We have proven this model to be extremely successful, and have tied incentives to  
ensure that we are promoting the right behavior. For instance, we reward our inside sales team  
for setting up qualified appointments and provide an additional bonus if their appointments turn  
into closed deals. Lists on the internet are in abundance, and should be leveraged to their fullest  
capacity. In my experience, if you are calling a prospect with genuine intent to uncover whether  
a problem or pain exists, and are respectful and intelligent in your dialog, you will uncover great  
opportunities at every turn.

I am sure that there are dozens of other ways that people get effective leads without  
spending big dollars for them and I am looking forward to hearing more! Please share your  
thoughts.

Russell Sachs  
@russellsachs  
Vice President of Sales and Business Development  
Work Market

# What Is Strategy?

My post on Product>Strategy>Business Model got a lot of comments and other reactions out there on the social web and from that I realized that many confuse strategy and tactics. And so I thought I would attempt to define strategy in business.

I like this definition that I got at wikipedia:

_Strategic management is a level of managerial activity below setting goals and above tactics._

Strategy takes what you want to achieve and develops a plan to get there. From strategy you can develop tactics and implement them.

For me, strategy is as much about what you are not going to do as what you are going to do. Also from wikipedia:

_Strategy is important because the resources available to achieve these goals are usually limited._

Strategy also involves how you are going to differentiate from competitors. Competitors are a given in business. How you compete with them will define the business. I like this framework a lot:

**The basis of competition**

Companies derive competitive advantage from how an organization produces its products, how it acts within a market relative to its competitors, or other aspects of the business. Specific approaches may include:

  * Differentiation, in which products compete by offering a unique combination of features.

  * Cost, in which products compete to offer an acceptable list of features at the lowest possible cost.

  * Segmentation, in which products are tailored for the unique needs of a specific market, instead of trying to serve all consumers.

Strategic thinking can be seen in other disciplines outside of business. Two areas I have studied carefully are sports and the military. Winning teams and winning armies have often won because they have out strategized the losing team. You can see that in the Revolutionary War when Washington was outmanned and outgunned. And yet his strategic moves put the British on the defensive and eventually won the war.

Don't think you are going to win in business with a better product, more capital, or a bigger team. You can't just throw resources at a market and expect to win. The winner in a market most often has the best strategy and exectutes it well.

So read up on strategic thinking. Chandler and Drucker would be my two choices. Sun Tzu would also be on the list. Henry V by Shakespeare might also be worth reading.

And make sure that your company has both mission and vision (goals) and a strategy. It's too easy to skip from goals to tactics and you will not be well served by doing that.

# From The MBA Mondays Archive

In the comments to Valuation vs Ownership, Mike Nolan said:

_Just today I talked with an entrepreneur developing a SAAS in an educational space. His questioned focused on how to set up his first LLC and be prepared for funding rounds. As usual, I recommend reading past articles on_ AVC.com _for a look at how investors think. Fred's post today could not have come at a better time. Fred – perhaps you could directly address early formation of LLCs by companies to make it easier to interact with investors. Tips for corporate structure, units vs. member interests, etc._

Well it turns out there was an old MBA Mondays post that addressed those issues. So I will re-run it today.

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I'm taking a turn on MBA Mondays today. We are moving past the concepts of interest and time value of money and moving into the world of corporations. Today, I'd like to talk about what kinds of entities you might encounter in the world of business.

First off, you don't have to incorporate to be in business. There are many people who run a business and don't incorporate. A good example of this are many of the sellers on Etsy. They make things, sell them, receive the income, and pay the taxes as part of their personal returns.

But there are three big reasons you'll want to consider incorporating; liability, taxes, and investment. And the kind of corporate entity you create depends on where you want to come out on all three of those factors.

I'd like to say at this point that I am not a lawyer or a tax advisor and that if you are planning on incorporating, I would recommend consulting both before making any decisions. I hope that we'll get both lawyers and tax advisors commenting on this post and adding to the discussion of these issues. I'll also say that this post is entirely based on US law and that it does not attempt to discuss international law.

With that said, here goes.

When you start a business, it is important to recognize that it will eventually be something entirely different than you. You won't own all of it. You won't want to be liable for everything that the company does. And you won't want to pay taxes on its profits.

Creating a company is implicitly recognizing those things. It is putting a buffer between you and the business in some important ways.

Let's talk first about liability. When you create a company, you can limit your liability for actions of the corporation. Those actions can be for things like bills (called accounts payable in accounting parlance), promises made (like services to be rendered), and lawsuits. This is an incredibly important concept and the reason that most lawyers advise their clients to incorporate as soon as possible. You don't want to put yourself and your family at personal risk for the activities you undertake in your business. It's not prudent or expected in our society.

Taxes are the next thing most people think about when incorporating. There are two basic kinds of corporate entities for taxes; "flow through entities" and "tax paying entities." Here is the difference. Flow through corporate entities don't pay taxes, they pass the income (and tax paying obligation) through to the owners of the business. Tax paying entities pay the taxes at the corporate level and the owners have no obligation for the taxes owed. Your neighborhood restaurant is probably a "flow through entity." Google is a tax paying entity. When you buy 100 shares of Google, you are not going to get a tax bill for your share of their earnings at the end of the year.

And then there is investment/ownership. Even before we talk about investment, there is the issue of business partners. Let's say you want to split the ownership of your business 50/50 with someone else. You have to incorporate to create the entity that you can co-own. And when you want to take investment, you'll need to have a corporate entity that can issue shares or membership interests in return for the capital that others invest in your business.

So now that we've talked about the three major considerations, let's talk about the different kinds of entities you will come across.

For many new startups, the form of corporate entity they choose is called the LLC. It stands for Limited Liability Company. This form of business has been around for a long time in some countries but became recognized and popular in the US sometime in the past 25 years. The key distinguishing characteristics of a LLC is that you get the limitation of liability of a corporation, you can take investment capital (with restrictions that we'll talk about next), but the taxes are "flow through". Most companies, including tech startups, start out as LLCs these days. Owners in LLC are most commonly called "members" and investments or ownership splits are structured in "membership interests."

As the business grows and takes on more sophisticated investors (like venture funds), it will most often convert into something called a C Corporation. Most of the companies you would buy stock in on the public markets (Google, Apple, GE, etc) are C Corporations. Most venture backed companies are C Corporations. C Corporations provide the limitation of liability, provide even more sophisticated ways to split ownership and raise capital, and most importantly are "tax paying entities." Once you convert from a LLC to a C corporation, you as the founder or owner no longer are responsible for paying the taxes on your share of the income. The company pays those taxes at the corporate level.

There are many reasons why a venture fund or other "sophisticated investors" prefer to invest in a C corporation over a LLC. Most venture funds require conversion when they invest. The flow through of taxes in the LLC can cause venture funds and their investors all sorts of tax issues. This is particularly true of venture funds with foreign investors. And the governance and ownership structures of an LLC are not nearly as developed as a C corporation. This stuff can get really complicated quickly, but the important thing to know is that when your business is small and "closely held" a LLC works well. When it gets bigger and the ownership gets more complicated, you'll want to move to a C corporation.

A nice hybrid between the C corporation and the LLC is the S corporation. It requires a simpler ownership structure, basically one class of stock and less than 100 shareholders. It is a "flow through entity" and is simple to set up. You cannot do as much with the ownership structure with an S corporation as you can with a LLC so if you plan to stay a flow through entity for a long period of time and raise significant capital, an LLC is probably better.

Another entity you might come across is the Limited Partnership. The funds our firm manages are Limited Partnerships. And some big companies, like Bloomberg LP, are limited partnerships. The key differences between a Limited Partnership and LLCs and C corporations are around liabilities. In the limited partnership, the investors have limited liability (like a LLC or C corporation) but the managers (called General Partners) do not. Limited Partnerships are set up to take in outside investment and split ownership. And they are flow through entities.

There are many other forms of corporate ownership but these three are among the most common and show how the three big issues of liability, ownership, and taxes are handled differently in each.

The important thing to remember about all of this is that if you are starting a business, you should create a corporate entity to manage the risk and protect you and your family from it. You should start with something simple and evolve it as the business needs grow and develop.

As an investor, you should make sure you know what kind of corporation you are investing in, you should know what kind of liability you are exposing yourself to, and what the tax obligations will be as a result.

And most of all, get a good lawyer and tax advisor. Though they are expensive, over time the best ones are worth their weight in gold.

# Startup Management

AVC regular William Mougayar is building an education oriented community for entrepreneurs called Startup Management. He soft launched it in the past week.

The idea, as I understand it, is to aggregate and tag blog posts about startup management from all around the web and curate them into a community site focused on educating entrepreneurs on how to be better leaders and managers of their companies. William will also create original content on the site. He describes it as a "Huffington Post" model.

There is certainly a need for this kind of thing. If you want to learn about term sheets, you can go to Brad Feld's blog and click on the "term sheet" category, but you would have had to know to go to Brad Feld's blog. If you want to read my stuff on employee equity, you would have to go to AVC, click on MBA Mondays, and then into the table of contents and scroll down to find it.

Obiously Google crawls all of this content and can find it for you if you poke around hard enough, but the idea of curating all the content that entrepreneurs, VCs, and others who work in the startup sector have written on the topic of startup management is a really good one.

I hope William succeeds with this effort and I am rooting for him.

# A Table Of Contents for MBA Mondays

For the past few years, I've been using a third party service called Pandamian to power a table of contents for MBA Mondays. They've been awesome to work with but the honest truth is I would prefer to have this thing run natively on AVC and point to MBA Mondays posts on AVC.

What I want is something that I expect others might want as well. I want a cloud based solution that crawls my blog regularly and looks for posts that are tagged MBA Mondays (and tagged other things) and then generates the front end code to render a real-time table of contents on my blog that links to the actual posts on my blog.

The main reason I want this is to power the table of contents for MBA Mondays, but it would also be awesome to power a table of contents for a bunch of other categories on AVC. These table of contents pages would be great to put behind the "topics" links on the AVC Archives page.

I suspect the answer is that there are a number of WordPress plugins that do this but nothing for folks like me who are on Typepad. Which is yet another reason to consider switching to WordPress. But I really don't have time in my life for yet another project right now.

So if anyone has any good ideas how I can get a tool to power this table of contents for MBA Mondays, I am all ears.

# Focus

I finally picked up the Isaacson book on Steve Jobs. Figured enough time has passed to give the proper amount of perspective. It must be a big book because I've spent the past two weekends on it and I am only 50% through according to the Kindle app. As an aside, I am reading it on three devices at the same time, my Kindle Fire, my Nexus 7, and my HTC One. I love how the Kindle app syncs so you can do that easily.

My favorite part so far is how Jobs turned around Apple and did it pretty quickly. He did two primary things as far as I can tell. First, he got his people into the top jobs and got rid of the executives who had been calling the shots before he showed up. And second, he brought focus to the product line, and thus everything else.

There's this great scene in the book where Jobs draws a classic four quadrant chart, consumer and pro on one axis, desktop and laptop on the other. And he says "we are going to make one computer for each quadrant and we are going to kill all of the other product lines".

I am only half way through the book and I am certain that this book should be required reading for any and all entrepreneurs. Jobs is the quintessential entrepreneur and there is so much to be learned from him.

The power of focusing should be at the top of that list. When you focus, you can rid yourslef of extraneous expenses (Jobs laid off over 3,000 people in his turnaround of Apple), you can get your best people focused on the important projects, and you can bring clarity to your marketing and what you want the consumer/customer to think of you for.

Many entrepreneurs and CEOs misjudge how many things they and their team can do well. It is always less than you think. I once was involved in a 75 employee company that was in three different businesses. It took a difficult financing to convince the CEO to exit two of those businesses, but it was the best move that company made. The next three years were a time of explosive growth for that company.

Focus is critical when you are three people, when you are twenty-five people, five hundred people, and ten thousand people. You can always get farther faster by saying no to too many projects and too many priorities. Pick your shots carefully and hit them. That's what Jobs did to turn around Apple and that's what you can do with your company too.

# MBA Mondays: Turning Your Team

A serial entrepreneur I know tells me "you will turn your team three times on the way from startup to a business of scale." What he means is that the initial team will depart, replaced by another team, which in turn will be replaced by yet another team.

I have been closely involved with over 150 startups in my career and since roughly 1/3 of the startups we back get to real scale, that means I've seen the "startup to scale movie" over fifty times in my career and I can tell you this – my friend is right.

The people you need at your side when you are just getting started are generally not the people you will need at your side when you have five hundred or a thousand employees. Your technical co-founder who built much of your first product is not likely to be your VP Engineering when you have a couple hundred engineers. Your first salesperson who brings in your first customer is not likely to be your VP Sales. And your first community person is not likely to be your VP Marketing.

Likewise, the first VP Engineering who figured out how to manage the unwieldy team left by your technical co-founder is not likely your VP Engineering when you have five hundred engineers. Your first VP Sales who built your first sales team is not likely the person who can manage a couple hundred million dollar quota. Companies scale and the team needs to scale with it. That often means turning the team.

The "turning your team" thing probably makes sense to most people. But executing it is where things get tricky and hard. How are you going to push out the person who built the first product almost all by themselves? How are you going to push out the person who brought in the first customer? How are you going to tell the person who managed your first user community so deftly that their services are no longer needed by your company?

And when do you need to do this and in what order? It's not like you tell your entire senior team to leave on the same day. So the execution of all of this is hard and getting the timing right is harder.

This is where serial entrepreneurs have a real leg up on first time entrepreneurs. They have seen the movie too and they played the starring role. So they know what the next scene is before it even starts. They know the tell tale signs of the company scaling faster than their team. And so they move more quickly to move the early leaders out and new leaders in. One of the signature faults of a first time founder is they are too loyal to their founding team and stick too long with them.

If it is any consolation, the founding team makes most of the money when a company becomes successful. That technical co-founder who built the first product will likely end up with tens of millions of dollars, if not a lot more, if a business they helped start gets to five hundred or a thousand people. The VP Engineering of a five hundred person company will not likely have an equity package that is worth anywhere near that much.

So I generally advise entrepreneurs to be open and honest about all of this. Tell your early team that they may not make it all the way to the finish line but they will be handsomely compensated with equity and if you are successful, they will be too. And when it is time for them to go, think about how much they brought to the company and consider vesting some or all of their unvested stock on the way out. Also think about compensating them to stick around during the transition. And always make sure they leave the company with their head high feeling like the hero that they are.

Here's the thing. Turning a team is not the same as firing someone for weak performance. You are firing someone for doing their job too well. They killed it and in the process got your company off to a great start and growing to a scale that they themselves aren't a great fit for. They may not be right for the job at hand, but they are a big part of the reason that the company is successful. That's the narrative that you need to have in your mind when you turn your team.

All of this is very hard, particularly if you are doing it for the first time. So get some mentors, advisors, and board members who have lived through this before. And listen to them about this. You may not want to listen to them too much about product and market stuff. Maybe you understand that better than they do. But when it comes to scaling a management team, those who have had to do it before will generally be right about the issues you are facing with your team. So their advice and counsel is worth a lot and you should pay close attention to it.

# The Similarities Between Building and Scaling a Product and a Company

This has been a theme of mine since Roelof Botha put it in my head a few years ago. He said that entrepreneurs should approach building a company with the same passion that they have for building a product.

I've been thinking about scaling the team a lot this week. There are parts of building the team that are like designing and shipping a product. And there are parts of building the team that are like growing the service over time.

Putting together the initial team, creating the culture, instilling the mission and values into the team are all like designing and building the initial product. It is largely about injecting your ideas, values, and passion into the team. You do that by selecting the people carefully and then working hard to get them aligned around your vision and mission. Putting a product into the market and building your initial team are largely about realizing your idea as something tangible. That tangible thing is your product and your team. They go hand in hand. The team builds the product and the product is a reflection of them and you.

Once you have a successful product in the market, you need to turn your attention to scaling it. The system you and your team built will break if you don't keep tweaking it as demand grows. Greg Pass, who was VP Engineering at Twitter during the period where Twitter really scaled, talks about instrumenting your service so you can see when its reaching a breaking point, and then fixing the bottleneck before the system breaks. He taught me that you can't build something that will never break. You have to constantly be rebuilding parts of the system and you need to have the data and processes to know which parts to focus on at what time.

The team is the same way. Your awesome COO who helped you get from 30 people to 150 people without missing a beat might become a bottleneck at 200 people. It's not his or her fault. It could be the role has become too big for one person. Or it could be that he or she can't scale to that level of management. Think of this problem like a part of your software system that worked well when you had 1mm users per month but is breaking down at 10mm users per month. Both need to be reworked.

How you fix your system and how you fix your team depends on the facts and circumstances of the problem. There is no one right answer. The key is removing the bottleneck so the rest of the system can work again. When it is software, the problem is a bit easier to solve because it doesn't involve moving people around and the emotions that creates. But that's what a manager does and good managers do this often and they do it well.

It is harder to instrument your team the way you can instrument a software system. 360 reviews and other feedback systems are a good way to get some data. And walking around the company, doing lunches with managers who are one level down from your senior team, and generally being open to and available for feedback is the way you get the data. When you see that someone on your team has maxed out and the entire system is crashing as a result, you need to act. That could be breaking the role into parts, that could be reorganizing the entire team, or that could be removing the person and replacing them, or it could be some other solution. Whatever it is, it needs to be done or the company won't function as well as it can and should.

In summary, many entrepreneurs are engineers and/or product people. They intuitively get how to build and scale software systems. They may not intuitively get how to build companies. Fortunately, as Roelof pointed out to me, there are some similarities. And by understanding them and internalizing them, you can become a better leader and manager.

# MBA Mondays: When Its Not Your Team

Phil Sugar left a great comment on last week's MBA Mondays about Turning Your Team:

_Do not think that the reason you aren't scaling is because you need to bring in outside management. That will kill a team._

_This is the biggest worry I have because some will read this and think, I'm not growing what I need to do is turn the team, and that is just wrong._

If you aren't growing, its likely to be a product problem, a strategy problem, or a competition problem. I have rarely seen a management team problem be the reason for lack of growth.

Company building is not this simple, but I do like to think about it terms of two stages. Getting the product right and customers/users scaling. Then scaling the company and the team. If you aren't doing the first, you mostly don't need to worry about the second. There are occasional team issues in the first stage you need to deal with but they aren't the big thing you need to focus on. The big thing you need ot to focus on is the product and its fit with the market.

These issues can play themselves out again when the company is larger. Companies can lose their way. Or their product lineup can get stale. Or competition can enter the market and change the dynamics for users or buyers. Once again, you need to focus in on getting the product right and making sure that it is providing value to customers/users.

In all of these situations, it is tempting to think the issue is the team and that turning the team will fix the problems. That is exactly why Phil left the comment he did. Team issues are largely scaling issues not growth issues. And it's critical to be able to recognize which is which because fixing the wrong problem can be devastating to a company.

# Exit Interviews

I am a big fan of exit interviews. I have learned more doing exit interviews than most other management techniques. When people are on their way out and have no fear of saying exactly what they think, you can learn a lot.

It is rare for an investor/VC to do exit interviews. I only do them in situations where there seems to be a significant problem in a portfolio company and I want to get to the bottom of it.

But if you are the CEO of a company, you should be doing exit interviews with everyone who leaves your company until your company gets to the point that it is impossible to do that. Once you pass that point, your senior team should be doing them along with you.

Here's what I like to do.

First, get a sense from the exiting employee's manager what the cause of departure was. Get the manager's take on the situation. Context is very helpful in situations like this.

Second, don't make an exit interview a witch hunt. Make it a conversation about the good and bad things about the company, the job, the people, etc. The less confrontational the exit intereview is, the more you can learn.

Finally, don't take everything that is said as gospel. There are always two sides to every situation. I like to understand both sides as well as I can. Everyone has an opinion and an agenda and its best to understand everything in that context.

Doing exit interviews is a lot like doing references. The patterns that emerge over multiple interviews are the most telling and that is what you want to be listening for. Exit interviews are a great way to get those patterns out on the table where you can see them.

# Profitless Prosperity

If a Company is making huge profits this year but will not make any profits in the future, it is worthless in the eyes of an investor. But if it loses money this year and next year and may lose money for a few more years, it can still be very valuable in the eyes of an investor.

Amazon had negative net income in 2012 and pretty much zero net income this year to date. And yet it is worth $166bn in the eyes of investors.

This is because companies are worth the present value of future cash flows, not current cash flows, and certainly not past cash flows.

Amazon is not the only company that is plowing back all of its incremental profits into growing its business. This is very common for enterprise software companies as well. Salesforce has made or lost a small amount of money every year for the past four years but it has grown its revenue from $1.3bn to over $3bn in those four years. And its market value has gone from $12bn to $32bn in the same time frame. Workday hasn't made any profits in the last four years, in fact the net losses have been increasing. But the stock has doubled in the past year and the Company is now worth almost $14bn.

The lesson here is that you can't just value a company by taking its current performance into account. You really need to have a view towards its future performance. And you need to understand why the company is not currently profitable.

In the case of Amazon, it is making huge investments in warehouses and logistics to be able to continue to grow its retailing business and it is making similarly large investments in data centers to be able to continue to grow its AWS business. If Amazon did not want to continue to grow, it could stop making those investments and start generating profits. If you believe, as Amazon management does, that the future growth is going to be there for Amazon, then you ignore the current P&L and think about what a future P&L might look like.

In the case of Salesforce and Workday, they are making huge investments in sales and marketing to secure additional customers. They are also making significant annual investments in R&D to maintain the market leadership of their existing products and bring new ones to market. If you think that Salesforce and Workday can continue to grow their revenues at or near their current growth rates, then you ignore the current P&L and think about what a future P&L might look like.

Profits are critical to the health of a business, but that doesn't mean a healthy business has to currently profitable. It needs to be able to be profitable if it wants to be and it needs to be profitable at some point in the future, at least hypothetically. So when you read that a company is losing money, don't read that as a bad thing. It could be a very good thing. It all depends on why.

Employee Equity

Longtime readers will know this is a topic near and dear to my heart. I did a whole MBA Mondays series on this topic and I followed that up with a Skillshare class on the topic.

So I was excited to see that First Round Capital featured a blog post by Andy Rachleffon this topic yesterday. Andy was a founding partner at Benchmark and knows his way around a startup cap table. Andy included this slide deck in his post and I will reblog it here.

Wealthfront Equity Plan from Wealthfront

You will notice that Andy's plan differs a bit from my plan. But not by much. The important similarities are that Andy and I both encourage companies to not only grant equity at the start date but also on an ongoing basis so that employees' equity ownership grows as their tenure and contributions grow. This is critical.

Where Andy and I differ a bit is how to calculate how much equity should be granted. Andy suggests using market comps. I don't like doing that because 0.1% of one company can be worth a lot more or less than 0.1% of another company. I prefer to issue equity based on a multiple of current cash comp divided by the current valuation of the business. I lay that all out in my Skillshare class.

While I don't call out promotion and performance bonuses specifically in my Skillshare class, I am a big fan of both.

It is so great that folks like Andy are taking the time to lay out an approach and model to this issue. It is something literally every startup we work with struggles with. Getting it right is hard, but worth it.

# Taking To Dos and Moving Up The Y Axis

I chromecasted the kitchen laptop to our family room TV yesterday morning and watched the entire Sarah Lacy interview with Dick Costolo. Yes, I had posted it as the video of the week without watching it in its entirety. But I knew it would be good. And it was. All two plus hours of it.

Dick has this management framework that I've heard him talk about before. He and Sarah talked about it in the Pando talk. It goes something like this:

If you think about what you are trying to accomplish in a meeting with someone you are managing and you plot the following:

one the x axis – whether you clearly communicated the issue to the person

on the y axis – whether they walk out of the meeting happy or mad at you

Dick's point is you want to optimize for the x axis, clear and crisp communication, and not worry too much about the y axis.

In his talk with Sarah, they talked about meetings that "move up the y axis". Dick put it this way.

In delivering difficult news to the person, you start trying to make them feel better. The next thing you know "you are taking to dos and moving up the y axis and you are going to spend all afternoon on those to dos you took".

Dick's meta point here is your job as a manager is to give people direction not to make them feel good. And if you, in an effort to make them happier, take on a bunch of work that you shouldn't, you will be less effective too.

As Sarah put it, "don't move up the y axis". It's good management advice and I thought I would share it with everyone who did not watch the whole video on this MBA Monday.

# The Bubble Question

Everywhere I go, everywhere I speak, I get asked this question. Are we in a bubble?

I've been getting asked that question for at least four years now. It's hard to sustain a bubble for four years. But we are also not in a normal valuation environment for high growth tech companies and we have not been in one for a while.

Here's how I have been answering the question.

I learned in business school that the multiple of earnings one should pay for a business is roughly the inverse of interest rates. The reason for that is if you buy a business that makes $10mm a year and pay $100mm for it, then you are effectively getting a yield on your investment of 10% (annual earnings/purchase price). This math is terribly simplistic but fine for the purposes of this post. If interest rates are 5% instead of 10%, then you would pay $200mm for the business ($10mm/$200mm = 5%). So the math here is interest rates = annual earnings/purchase price. Again this is very simplistic because it does not deal with the important questions of what interest rate you use, how you deal with earnings that are growing or declining, and a host of other issues. But at the end of the day, this math [annual earnings/purchase price = yield] is fundamental and everything about asset values, capital markets, and valuations stems from it.

Since the financial crisis of 2008, policy makers in the developed world have kept interest rates at or near zero. They have flooded the market with cheap money in an attempt to heal the wounds (losses) of the financial crisis and incent business owners to invest and grow their businesses. That has not worked particularly well but it has worked a bit. Though their words have changed in recent years, their actions have not changed very much. We still are in a policy framework where money is cheap and interest rates are near zero.

If you go back and apply the formula [yield = earnings/purchase price] and use zero for yield/interest rate, then one would pay an infinite amount for an earning stream. Of course that doesn't make sense and it has not happened. But valuations are at extreme levels because you cannot get a decent return on your money doing anything else.

At some point this will change. The yield on the 30 year treasury yield has been sub 5% since the financial crisis. If (when?) it gets back to the 6-8% range where it was for most of the 1990s, we will be in a different place. Here's a 40 year history of the 30-year treasury yield. You can see that we have been in a very low rate environment for a while now.

The other thing we have noticed is that this low rate environment has caused asset value/earnings ratios to be non-linear. What you normally see is the value/earnings ratio grows linearly with earnings growth rates. If earnings are growing 20% per year you get a value/earnings ratio of X. If earnings are growing 40% per year, you get a value/earnings ratio of 2x. But what we are seeing is you get something that looks more exponential than linear when you start modeling this out at higher earnings growth rates. When earnings growth rates get to 50-100% per year and look like they can continue to grow at that rate for a number of years, you get value/earnings ratios that are eye popping. It seems that investors are so starved for returns that they are willing to pay that much more for earnings that can grow quickly.

It is the combination of these two factors, which are really just one factor (cheap money/low rates), that is the root cause of the valuation environment we are in. And the answer to when/if it will end comes down to when/if the global economy starts growing more rapidly and sucking up the excess liquidity and policy makers start tightening up the easy money regime.

I have no idea when and if that will happen. But until it does, I believe we will continue to see eye popping EBITDA multiples for high growth tech companies. And those tech companies with eye popping EBITDA multiples will use their highly valued stock to purchase other high growth tech business and strategic assets at eye popping valuations.

It's been a good time to be in the VC and startup business and I think it will continue to be as long as the global economy is weak and rates are low.

From The Archives: Turning Your Team

I'm on a short vacation in Utah for the next few days and so I'm going to pull an oldie but goodie out of the archives. I've been seeing a lot of "turning the team" in our portfolio as of late so I thought it would be good to give this a re-run.

A serial entrepreneur I know tells me "you will turn your team three times on the way from startup to a business of scale." What he means is that the initial team will depart, replaced by another team, which in turn will be replaced by yet another team.

I have been closely involved with over 150 startups in my career and since roughly 1/3 of the startups we back get to real scale, that means I've seen the "startup to scale movie" over fifty times in my career and I can tell you this – my friend is right.

The people you need at your side when you are just getting started are generally not the people you will need at your side when you have five hundred or a thousand employees. Your technical co-founder who built much of your first product is not likely to be your VP Engineering when you have a couple hundred engineers. Your first salesperson who brings in your first customer is not likely to be your VP Sales. And your first community person is not likely to be your VP Marketing.

Likewise, the first VP Engineering who figured out how to manage the unwieldy team left by your technical co-founder is not likely your VP Engineering when you have five hundred engineers. Your first VP Sales who built your first sales team is not likely the person who can manage a couple hundred million dollar quota. Companies scale and the team needs to scale with it. That often means turning the team.

The "turning your team" thing probably makes sense to most people. But executing it is where things get tricky and hard. How are you going to push out the person who built the first product almost all by themselves? How are you going to push out the person who brought in the first customer? How are you going to tell the person who managed your first user community so deftly that their services are no longer needed by your company?

And when do you need to do this and in what order? It's not like you tell your entire senior team to leave on the same day. So the execution of all of this is hard and getting the timing right is harder.

This is where serial entrepreneurs have a real leg up on first time entrepreneurs. They have seen the movie too and they played the starring role. So they know what the next scene is before it even starts. They know the tell tale signs of the company scaling faster than their team. And so they move more quickly to move the early leaders out and new leaders in. One of the signature faults of a first time founder is they are too loyal to their founding team and stick too long with them.

If it is any consolation, the founding team makes most of the money when a company becomes successful. That technical co-founder who built the first product will likely end up with tens of millions of dollars, if not a lot more, if a business they helped start gets to five hundred or a thousand people. The VP Engineering of a five hundred person company will not likely have an equity package that is worth anywhere near that much.

So I generally advise entrepreneurs to be open and honest about all of this. Tell your early team that they may not make it all the way to the finish line but they will be handsomely compensated with equity and if you are successful, they will be too. And when it is time for them to go, think about how much they brought to the company and consider vesting some or all of their unvested stock on the way out. Also think about compensating them to stick around during the transition. And always make sure they leave the company with their head high feeling like the hero that they are.

Here's the thing. Turning a team is not the same as firing someone for weak performance. You are firing someone for doing their job too well. They killed it and in the process got your company off to a great start and growing to a scale that they themselves aren't a great fit for. They may not be right for the job at hand, but they are a big part of the reason that the company is successful. That's the narrative that you need to have in your mind when you turn your team.

All of this is very hard, particularly if you are doing it for the first time. So get some mentors, advisors, and board members who have lived through this before. And listen to them about this. You may not want to listen to them too much about product and market stuff. Maybe you understand that better than they do. But when it comes to scaling a management team, those who have had to do it before will generally be right about the issues you are facing with your team. So their advice and counsel is worth a lot and you should pay close attention to it.

# From The Archives: Retaining Your Team

I picked up a bad head cold in SF this week. It's rainy and cold there and that got the best of me. So I'm running a post from the archives and medicating myself instead of writing today.

# Retaining Your Employees

I hate to see employees leave our portfolio companies for many reasons, among them the loss of continuity and camaraderie and the knowledge of how hard everyone will have to work to replace them. Many people see churn of employees in and out of companies as a given and build a recruiting machine to deal with this reality. While building a recruiting machine is necessary in any case, I prefer to see our portfolio companies focus on building retention into their mission and culture and reducing churn as much as humanly possible.

There isn't one secret method to retain employees but there are a few things that make a big difference.

1) Communication – the single greatest contributor to low morale is lack of communication. Employees need to know where the company is headed, what they can do to help get there, and why. You cannot overcommunicate with your team. Best practices include frequent one on ones between the managers and their team members, regular (weekly?) all hands meetings, quick standup meetings on a regular basis for the teams to communicate with each other, and a CEO who is out and about and available and not stuck in his/her office.

2) Getting the hiring process right – a lot of churn results from bad hiring. The employee is asked to leave because they are not up to the job. Or the employee leaves on their own because they don't enjoy the job. Either way, this was a screwup on the company's part. They got the hiring process wrong. The last MBA Mondays post(two weeks ago) was about best hiring practices. Focus on getting those right and you will make less hiring mistakes and experience less churn.

3) Culture and Fit – Employees leave because they don't feel like they fit in. Maybe they don't. Or maybe they just don't know that they do fit in. Another post in this series on People was about Culture and Fit. You must spend time working on culture, hiring for it, and creating an environment that people are happy working in. This is important stuff.

4) Promote from within. Create a career path for your most talented people. The best people are driven. They want to do more, develop, and earn more. If you are always hiring management from outside of the company, people will get the message that they need to leave to move up. Don't make that mistake. Hire from within whenever possible. Take that chance on the talented person who you think is great but maybe not yet ready. Work with them to get them ready and then give them the opportunity and then help them succeed in the position. Go outside only when you truly cannot fill the position from within.

5) Assess yourself, your team, and your company. We have discussed various feedback approaches here before. There is a lot of discomfort with annual 360 feedback processes out there. There is a growing movement toward continuous feedback systems. Whatever the process you use, you must give your team the ability to deliver feedback in a safe way and get feedback that they can internalize and act upon. You must tie feedback to development goals. Feedback alone will not be enough. Build a culture where people are allowed to make mistakes, get feedback, and grow from them. I have seen this approach work many times. It helps build companies where churn rates are extremely low.

6) Pay your team well. The startup world is full of companies where the cash compensation levels are lower than market. This results from the view that the big equity grants people get when they join more than makes up for it. There are a few problems with this point of view. First, the big option grants are usually limited to the first five or ten employees and the big management positions. And second, people can't use options to pay their rent/mortgage, send their kids to school, and go on a summer vacation with the family. Figure out what "market salaries" are for all the positions in your company and always be sure you are paying "market" or ideally above market for your employees. And review your team's compensation regularly and give out raises regularly. This stuff matters a lot. Most everyone is financially motivated at some level and if you don't show an interest in your team's compensation, they won't share an interest in yours (which is tied to the success of your company).

I believe these six things (communicate, hire well, culture matters, career paths, assessment, and compensation) are the key to retention. You must focus on all of them. Just doing one of them well will not help. Measure your employee churn and see if you can improve it over time. A healthy company doesn't churn more than five or ten percent of their employees every year. And you need to be healthy to succeed over the long run.

# From The Archives: Convertible Debt

I wrote this in July 2011, as a part of an MBA Mondays series on financing structures:

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MBA Mondays are back after a one week hiatus. Today we are going to talk about convertible debt. Convertible debt can also be called convertible loans or convertible notes. For the purposes of this post, these three terms will be interchangeable.

Convertible debt is when a company borrows money from an investor or a group of investors and the intention of both the investors and the company is to convert the debt to equity at some later date. Typically the way the debt will be converted into equity is specified at the time the loan is made. Sometimes there is compensation in the form of a discount or a warrant. Other times there is not. Sometimes there is a cap on the valuation at which the debt will convert. Other times there is not.

There are a number of reasons why the investors and/or the company would prefer to issue debt instead of equity and convert the debt to equity at a later date. For the company, the reasons are clearer. If the company believes its equity will be worth more at a later date, then it will dilute less by issuing debt and converting it later. It is also true that the transaction costs, mostly legal fees, are usually less when issuing debt vs equity.

For investors, the preference for debt vs equity is less clear. Sometimes investors are so eager to get the opportunity to invest in a company that they will put their money into a convertible note and let the next round investors set the price. They believe that if they insisted on setting a price now, the company would simply not take their money. Sometimes investors believe that the compensation, in the form of a warrant or a discount, is sufficiently valuable that it offsets the value of taking debt vs equity. Finally, debt is senior to equity in a liquidation so there is some additional security in taking a debt position in a company vs an equity position. For early stage startups, however, this is not particularly valuable. If a startup fails, there is often little or no liquidation value.

Friends and family rounds, which we discussed earlier in this series, are often done via convertible debt. It makes sense that friends and family would not want to enter into a hardball negotiation with a founder and would prefer to let the price discussion happen when professional investors enter the equation.

The typical forms of compensation for making a convertible loan are warrants or a discount.

Warrants are another form of an option. They are very similar to options. In the typical convertible note, the Warrant will be an option for whatever security is sold in the next round. The Warrant is most often expressed in terms of "warrant coverage percentage." For example "20% warrant coverage" means you take the size of the convertible note, say $1mm, multiply it by 20%, which gets you to $200,000, and the Warrant will be for $200,000 of additional securities in the next round. Just to complete this example, let's say the next round is for $4mm. Then the total size of the next round will be $5.2mm ($4mm of new money plus $1mm of the convertible note plus a Warrant for another $200k). The total cost of the convertible loan is $1.2mm of dilution at the next round price for $1mm of cash.

A discount is simpler to understand but often more complicated to execute. A discount will also be expressed in terms of a percentage. The most common discounts are 20% and 25%. The discount is the amount of reduction in price the convertible loan holders will get when they convert in the next round. Let's use the same example as before and use a 20% discount. The company raised $4mm of new cash and the convertible loan holders will get $1.25mm of equity in the round for converting their $1mm loan ($1mm divided by .8 equals $1.25mm). Said another way $1mm is a 20% discount to $1.25mm.

Convertible notes also typically have some cap on the valuation they can convert at. That cap is anywhere from the current valuation (not very common) to a multiple of the current valuation. Recently we are starting to see uncapped convertible notes. These notes have no cap on the valuation they can convert at.

Startups typically think about raising capital via convertible debt early on in the life of a startup. They want to move fast, keep transaction costs low, and they are often dealing with a syndicate of angel investors and it is easier to get the round done with a convertible note than a seed or series A round. While these are all good reasons to consider convertible debt, I am not a big fan of it at this stage in a company's life. I believe it is good practice to set the value of the equity early on and start the process of increasing it round after round after round. I also do not like to purchase or own convertible debt myself. I want to know how much of a company I've purchased and I do not like taking equity risk and getting debt returns.

However, later on in a company's life convertible debt can make a lot of sense. A few years ago, we had a portfolio company that was planning on an exit in a year to two years and needed one last round of financing to get there. They went out and talked to VCs and figured out how much dilution they would take for a $7mm to $10mm raise. Then they went to Silicon Valley Bank and talked to the venture debt group. In the end, they raised something like $7.5mm of venture debt, issued SVB some Warrants as compensation for making the loan, and built the company for another year, sold it and did much better in the end because they avoided the dilution of the last round. This is an example of where convertible debt is really useful in the financing plan of a startup.

My guess is we will see the use of convertible debt, particularly with no compensation and no cap on valuation, wane as the current financing gold rush fizzles out. It will remain an important but less common form of early stage startup financing and will be particularly valuable in things like friends and family rounds where all parties want to defer the price negotiation. But I expect that we will see it used more commonly as companies grow and develop more sophisticated financing needs. It is a good structure when the compensation for making the loan is fair and balanced and when the debt vs equity tradeoff is useful for both the borrower and lender.

