Category Archives: Funding

Is there even a need for idea stage funding? #napkinStage is a myth

Depending on your point of view, it is not for 10% of entrepreneurs. For others, with a dream and nothing else, it is.

When we started #napkinStage our goal was to work with early stage entrepreneurs. True to our name, we thought it would be entrepreneurs at the concept / idea stage, where we’d put about $25K to $50K and see where they go.

For companies in the US that might last them 3 months (maybe) and in India it should easily last them 6 months was our thinking. We expected the founders to not take anything more than bare sustenance, hire maybe 1 person, but largely have the founders build product and validate the problem.

Turns out we are getting much higher quality companies than what we thought we would. If you are an #ideaStage company, with just a concept or some PowerPoint slides, you are out of luck.

Just like the best entrepreneurs have a choice of the best investors clamoring to get “in on the deal”, the best investors have later stage entrepreneurs also looking to get “them in their startup”.

This is amazingly different from even a mere 7 years ago, when the market was one-sided and the investors held most of the cards and would take their time, request multiple meetings and generally move slowly.

These days it is not unheard of to raise a round of funding in less than a week for the top entrepreneurs (think ex Flipkart founder, ex Google or ex Facebook). If you dont fit into that profile, though, build product and get some traction.

Of the 400+ opportunities we have seen in the last 2 months, a full 60% were #napkinStage. The rest were companies doing anywhere from $100 / month recurring revenue to 4 companies doing more than $5000.

All were looking to raise a round between $250K to $500K.

Most had 2-3 investors “interested” and maybe 1 investor committed as well.

Which makes me think the need for “napkinStage” does not exist.

Well, it does, actually, for those who dont have the skills to develop / build the product themselves and need to “hire” a developer to program, or “bring on board” a sales person to get some customers.

So I reached out to a few of my YC friends and asked them how many founders in their pool were “idea” stage. They have been promoting this YC Fellowship program recently for about $12K, which is much less than what we thought we’d give, but the crucial difference is that the program is a grant, whereas ours is an investment.

While the fellowship is recent, the number of idea stage startups according to 2 of the partners is less than 5%.

Not zero for sure, but definitely low.

I know many entrepreneurs, especially in India, would disagree with me, citing a narrow set of opportunities that might fit the “build it on your own”, type of startup, but there seem to be enough of these right now, so why bother?

What is a hyper-accelerator and 3 other things I learned from accelerator survey by Unitus

I had a chance to participate and read the Global best practices survey by Unitus Seed Fund, where 78 co-working spaces, incubators, startup academies, accelerators and hyper-accelerators were surveyed and interviewed about their programs.

While, we tend to gloss (“at a high level, they are all accelerators”) over the details and differences, this report actually lays out a “maturity” curve for entrepreneurs. Most people might start out at a co-working space and a far fewer set of them end up graduating from a “hyper accelerator”.

For insiders, a hyper-accelerator is a 3-4 month pressure-cooker style program with a big focus on “pitch preparation” and “getting fund ready”.

Segmenting accelerators by type
Segmenting accelerators by type

While I have talked about needing a better way to measure “success” for these programs, in the absence of one, funding is one that we will all use.

Measuring funding within 6 months of graduating from the program is what they looked at more closely. Things look good or not-so-good depending on your point of view.

Hyper-accelerators get over 70% of their companies funded within 6 months (keep in mind all this information is self- reported), and “accelerators” – which I presume is a slower, more open program get only 30% of their startups funded within 6 months of graduating, unless you count getting into another “Accelerator” as success. I don’t think startup academies are really focusing on “funding” but they do miserably if they did.

Success of startup after accelerator Funding
Success of startup after accelerator Funding

The things I learned:

  1. Hyper-accelerators spend a lot of effort, money and time to “recruit” applicants. From the survey, they accept < 7% of applicants. It seems to me they are modeling their programs like the Ivy League college application programs, which gives credence to the theory that they are the new age MBA programs.
  2. Accelerators and Incubators are hosting startups for 6 to 12 months, which is a long time, even in places such as India and other locations where funding is rare and scarce. This is typical in University accelerators and for student entrepreneurs in particular, but even for-profit accelerators are running programs that are fairly long.
  3. The average number of investors that attended the “demo day” for the best quartile was 175 – which is large. Most ecosystems don’t have that many investors – active or passive, so I am not sure I believe this reported metric. I don’t doubt the survey, but I believe the self-reporting favors a looser definition of an “investor”.
Number of Investors at demo day
Number of Investors at demo day

Things that I found interesting for entrepreneurs to focus on:

  1. Entrepreneurs cite as peer-to-peer learning as the #1 significant benefit – which means the better the cohort, the better off you will be. The best question then for entrepreneurs to ask an accelerator before the “commit” to joining a program is – “Give me a profile of the other startups that are going to join the program”.
  2. Mentor engagement, which is often touted by the accelerators as their key benefit ranks only 2.5 out of 5 in terms of their satisfaction. Since more connected mentors has resulted in more funding, this is fairly important. Most (over 70%) of the programs allow startups to leverage 1 to 7 mentors during the program, so a key question for entrepreneurs to ask would be “How much time will entrepreneurs commit to help our startup”?
  3. Engaged alumni creates a better probability of success is what the survey also found. Programs that used their alumni in more ways than to just provide “an online chat room” or “a mailing list” scored better in terms of funding and progress. So another key question to ask is “How many of your alumni are still engaged with the program” and “How do the alumni get engaged to help and mentor the current cohort”?

It seems to me that the questions I’d get a lot – “the deal terms – what % of the company for how much in funding” and “how much time do we have to be in the office” – are largely incidental – so both accelerators and startups should just seek to find a happy median – maybe take the top program and the bottom programs and meet in the middle and put that aside.


What if you were given 10X the amount of money you wanted to raise?

I had an interesting discussion with an entrepreneur friend yesterday. She has a consumer Internet (Curated marketplace) startup, which she has been working on since Jan. She soft launched it in May and has been seeing a doubling of revenue every 2 weeks so far. She is on the fund raising circuit and has a few interested people.

After a quick 30 min on her market segments, the traction and her supplier base, I was very keen to invest myself. She’s a very talented entrepreneur and passionate engineer, so I was a little concerned that she did not have anyone from the domain on her team. So, I demurred, asking her to connect with a few other folks I invest with.

One of the investors I talked to asked me how much she was looking to raise. I mentioned she was looking for about $500K.

“Why not $5 Million and go big”? was his question.

I started to offer some “rational” arguments as to why not – first, she did not have enough traction to justify a $8 – $10 Million valuation, she would not know what to do with the money, she was still trying to form her team, but I was thinking at the back of my head – “What if’?

What if investors did give you 10X the money you were asking for?

I understand that’s rare and largely impossible for most entrepreneurs to get, but what if?

So, I did a quick thought experiment with my entrepreneur friend and asked her to think, but not spend too much time modelling what her investments and metrics would be at $5 Million invested in the company.

At first, she was excited and said she could use all that money to hire people, expand into SF and other cities, etc.

A good 15 minutes  later, she called back, much sober and asked – what % of the company would she have to give up for that kind of money – I said I did not know but suspected it would be 60-70% at this stage given the risk. Maybe if she was lucky, 50%. Again, I did not know, but I doubted that she would be able to get away with less.

After 30 more minutes, she called again, now asking me for the metrics that she’d have to hit. I thought she would not ask me that question, but I am glad she did. As an investor I wanted to have 5X to 10X return in 18-24 months, so I said she’d have to be at $50 Million to $100 Million valuation within 18-24 months.

She was doing $1000 per month. Even if we gave her a rich valuation, she’d have to be at $2 – $3 Million revenue per month in 18 – 24 months I thought.

She then pulled back.

Nope, she said. She was happy with raising $500K. Much less money, much more control, but much less stress.

I think we learned a lot from this thought experiment.

What would you do?

I dont think there’s a single person who would not expect more money (as investment) to mean more stress, but that’s the nature of the business.

You can work your way into it, or work towards your goal. Either ways, it is a lot of work.

The pros and cons of accelerated vesting for employees on change of control

Accelerated vesting of stock options is a fairly unusual clause for founders to worry about. It is however, a very important term that I would highly encourage you spend enough time thinking about. Most founders end up doing accelerated vesting for themselves and maybe for the advisors but rarely for the employees.

What is accelerated vesting?

If you are giving 100 stock options to be vested over 4 years for employees, and there is an acquisition event in the 2nd year, then single trigger acceleration means all the remaining shares vest immediately. Your employees now have 100% of the shares they were going to get in 4 years at the close of the acquisition. A double trigger acceleration means if for any reason the acquirer fires your team or your team decides to quit because the acquirer is in Santa Monica and your team is in the Bangalore, they would still vest 100%.

Accelerated vesting is a good clause for employees to have by and large.

The acquirer, however, in many cases, but not all, wont like this, since most acquirers are buying your company, which is worth the software, technology and the services of the people who are in it.

With acceleration, the acquirer has to now budget new stock options to keep the employees for the period of time they think they need to get value from the acquisition.

Accelerated Vesting of Stock Option
Accelerated Vesting of Stock Option

The pros of accelerated vesting:

  1. Takes care of employees and gives them confidence that if there is a “change of control” – meaning if you raise money and the VC’s decide to fire the founders, get a new CEO, etc. then they will vest 100% immediately. Or if you get acquired, the employees will hit pay dirt immediately.
  2. Gives you a negotiating chip when potential acquirers want the team to ensure they keep you and the team around.

Cons of accelerated vesting:

  1. Potential acquirers dont like this, since they are not sure how many of the new members will accept new jobs in the acquiring company and they are buying the team and company, not just the software and technology
  2. It might artificially lower the acquisition price since the acquirer might negotiate the new employment contracts with your employees directly and try to pass the costs of the new contracts to your purchase price.

What’ my experience:

Accelerated vesting upon change of control is absolutely important for founders and critical for employees.

I wish I had done it at BuzzGain and lost close to $250K because of it. I would highly recommend you do it for founders, advisors and employees.

What’s getting funded – India Edition Q3 2015

Since I get nearly 60% of my visitors to the blog and nearly 80% of email requests for connections to funding sources from India, I thought I’d do a quick round up of what’s getting funded in India, so people can determine which areas they would have an easier time to get funded, and which areas they are likely to struggle.

There are 13 sources of funding data for me from India – 1. Venture Intelligence, 2. VCCircle, 3. YourStory news, 4. TechInAsia, 5. Economic Times Tech, 6. IAN newsletters, 7. Mumbai Angels newsletter, 8. LetsVenture, 5 of the accelerators (9. Microsoft, 10. GSF, 11. 91 SpringBoard, 12. Tlabs, 13. Startup Village and 14. CIIE Ahmedabad), 15. TIE, and 4 other angel networks and sources – Hyderabad, Chennai, Bangalore and Kolkata. Besides this I also track the top 25 Venture firms announced deals.

If you triage that data you get roughly about 273 deals done this year from accelerator to seed and from VC to later stage deals. I suspect another 10-20% have gone unreported.

The deals have totaled about $4.1 Billion so far ( 9 months)  compared to $5.1 Billion in 2014. While we cant predict for sure, I think we can safely say that we should go past the funding amounts for last year.

Of these deals, over 28% have been accelerator stage, 21% have been seed and the rest have been later stage. Some companies have gone through 2 deals in this year alone.

The not so surprising part – Over 50% of the companies have been funded without going through an accelerator – which makes sense if you consider the domains getting funded.

Over 62% of the companies are in eCommerce. The rest are in SaaS, Content (media), Ad supported businesses and Enterprise software businesses.

B2B has made up less than 22% of the funded deals. They have been more in the later stage deals and the accelerator stage, but VC’s have largely been slow to adopt B2B this year.

The top 3 areas within B2C eCommerce are – services (delivery – food, groceries, etc.), goods (furniture, etc.) and travel / transport (cabs, buses, etc.)

In B2B, SaaS is the first category, followed by some Ad tech, but  IoT, Cloud infrastructure, drones, Robotics, are largely being ignored.

So if you are looking to raise funding now, you are better informed.

What to negotiate on your investment banking advisory engagement letter

If you have a profitable, but slow growing business, which complements another larger existing company in a relatively small market, you will have the opportunity to shop your company for sale.

Many founders who have organically (customer funded) or via outside investments (VC / Angel funded) grown their company, get the 7 year and 10 year itch to sell their company.

Whether you have decided to sell your company or just wanting to shop it to see the potential value, you will likely run into investment bankers who will offer their advisory services to help position, pitch and sell your company,

An investment banking firm is typically a partnership, (similar to a legal or accounting firm) with the founders having the capability to leverage their connections and expertise of certain markets, to create “synergies” for new companies.

Investment banking services
Investment banking services

When an investment bank is hired by a company that wants to acquire other companies, they represent the “buy side” and if they are helping you sell your company to acquirers, they are known as representing the “sell side”.

If you engage with an investment bank to help shop your company to acquirers you are giving them a “mandate“. Most, (likely all) investment banks will expect an exclusive mandate, meaning, you cannot have anyone else shopping your company to potential acquirers. Even if you do have others and they end up selling the company, your investment bank will likely get a portion of the sale.

I was going to focus this post purely on sell side services of investment banks. The agreement letter or advisory letter or “letter of agreement” is a contract between the investment bank and your company.

Most entrepreneurs get hung up over just the commission or the “rake” the investment bankers take for the transaction – that’s only one part of the agreement – similar to your valution. Most bankers typically charge between 2% (highly unlikely, but possible if you are a hot company, with a high probability of sale at a large price) to 7% (smaller transaction, < $5 Million).

The analogy I hear from a lot of entrepreneurs is similar to a “HR consultant” or a recruiter, who works on a non-exclusive basis to fill a position. I do get questions as to why investment consultants demand exclusive rights. To which, I’d say that even the best HR consultants and those that work on executive positions work on a exclusive mandate.

There are 3 things that investment bankers like to call their “service value proposition” – their knowledge of the industry to help you navigate the buying landscape, their connections to potential buyers and their expertise in helping you structure and negotiate your final sale agreement.

Thee are 5 items you want to pay attention to in your advisory agreement:

  1. Term of the agreement – Since most M&A transactions take 3-6 months, these agreements will last at least for that duration. Most agreements also specify that if your company gets sold for 6-12 months after the start of the engagement, the investment bank will likely get a portion of the sale, even if they did not make the introduction or help negotiate the final sale. While many will claim it is standard to have a 12 month clause, there is no “standard” – it is all negotiable.
  2. The engagement fee or retainer: To help prepare your documents, pitch deck and start to position your company, the company will ask for a retainer fee between 10% and 20% of the expected final sale price (or about $25K to $100K) – whichever is lower. This fee is purely for them putting the time and energy to get your documents together and is independent of whether they final sale happens. If your company is “hot” many will waive this fee. If you are looking to sell, expect to pay this amount – 50% before they start and 50% after 3 months of the final completion of the agreement whichever is earlier.
  3. List of preferred buyers or list of buyers already in agreement. In your agreement sometimes, you will have a list of companies you might suggest to the banker to not approach since you have already been taking to them or the opposite – you have a term sheet from one buyer which you are not 100% happy with, so you want to shop for more deals. In this case you might specifically ask for a certain company to be on this list to be shopped to.
  4. Other considerations. If the buyer directly does not approach you, then in a lot of cases, you will find them to want some protection clauses, such as 3 year commitment for the founders to stay at the company etc. To ensure this happens, they will have an “earn out” amount associated with the sale. That is usually counted as part of the acquisition price, but is paid over time. An investment banker, typically will not have the patience to wait for that period of time or control over the longer term outcome, so they will want their “fee” to be paid in full for the net amount. That’ s something you can negotiate as well.

There are a few other negotiable clauses, but these are the main ones. At the end of the day, I would say that like most agreements, it depends on who needs who more. If you are eager to sell, expect to give in on certain parts of the agreement. If your banker, however needs you more, they will be willing to give you more leverage.

Finally in certain cases entrepreneurs use bankers to help raise their series B investment round, so most of these clauses hold good for that type of agreement as well.

Does raising institutional money at the seed stage help or hurt?

In 2009-2010, during the peak of the eCommerce bubble in India, there were very few seed stage options for raising funds for startups. You could either get money from angel investor or look to raise money from large VC’s, hoping they would put money at the seed stage so they can be part of the later round.

During that period, larger firms in India, such as Sequoia Capital and few others did many (over 15-20) deals in a year. The typical check sizes were about $500K in India (about 2 CR that that time).

The main reason why entrepreneurs were looking to raise money from institutional investors,  besides needing the cash and finding not many other options was the belief that “if they were in early, they would be an automatic in the next round”.

Of the over 40 deals  that were done by institutional investors in 2008-2010 in the early stage (largely in eCommerce), only 4 are still around. Of the companies that took money from institutional investments in their seed round, only 5 secured investment from the VC in their post seed round.

This weekend I had a chance to read the ET survey on Why startups are raising seed stage capital from VC firms.

The average % of the company that entrepreneurs gave up is about 15% and the amount they raised from VC investors at the seed stage is about $500K.

There are many good reasons to raise money from traditional Venture investors, but assuming they will definitely invest in the later round, is quite possibly wrong based on previous history.

If you are looking to raise money and you have an interested later-stage VC investor willing to put money in your company, by all means you should take it.

Assuming they will invest later is a big leap of faith.

There are, like most things in the startup world pros and cons to this approach.

The pros include the “name brand” value of the VC firm on your cap table early on, the ability to tap into the expertise of the VC investors and also access to their network and connections.

The downsides are the signalling effect if they refuse to invest in the follow on round, the likelihood of them investing in other competing startups in the same space in later round (since they understand the market) and finally the smaller pool of investors available for you (since many VC’s wont invest if a lead VC investor passes on the follow on) in the next round.

While I dont think there are many options in India for entrepreneurs, the best bet I would still recommend is to get the right investors at the right stage of your company. At the early stage, angel and seed stage firms make sense, and later on using their help to get VC’s is a good approach.

Credit: Paul Martino, Bullpen Capital
Credit: Paul Martino, Bullpen Capital

Paul Martino of Bullpen capital puts this week in the chart above.

Given that seed is now a perpetual and continuous process until your series A, I would recommend you raise constantly and raise often.