Growing Your Business In The Modern Economy: 6 VCs Weigh In

SCOTT M. FULTON III

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Introduction
The word venture in the phrase venture capital is a romantic euphemism for risk. But thats not to say that every new startup business is a gamble. One gambles with the expectation of loss, and the delight of having cheated expectations when one wins. Taking risks, on the other hand, comes with the expectation of success. If you fail, it often means that the risk was not properly managed. If venture capital rms dont expect to win, they dont take the risk. But in just the past few years, that risk has been transformed for startup companies. To gain insight into the current environment for startups, and how emerging growth companies (EGCs) can best manage growth and risk, we gathered a panel of six prominent venture capitalists:

DUNCAN DAVIDSON

SATISH DHARMARAJ

BRAD FELD

Managing Director, Bullpen Capital; founder, Xumii Inc.; founder, SkyPilot Networks; founder, Covad Communications
BULLPEN CAPITAL

General Partner, Redpoint Ventures; former CEO, Zimbra communications and collaboration platform (purchased by Yahoo in 2007 for $350 million)
REDPOINT VENTURES

Managing Director, Foundry Group; chair, National Center for Women & Information Technology; former CTO, AmeriData Technologies
FOUNDRY GROUP

Initial fund size: $50 million Headquarters: Menlo Park, Calif. Portfolio includes Appboy mobile application management platform, Chart.io cloud-based business analytics, Byliner e-book discovery platform, Backyard local video advertising platform

Fund size: $500+ million Headquarters: Menlo Park, Calif. Portfolio includes Net ix streaming video network, Fortinet corporate security, Path mobile social network platform, Cloud.com infrastructure management platform

Fund size: $100+ million Headquarters: Boulder, Colo. Portfolio includes Cheezburger Network entertainment media publisher, Federated Media Publishing Web advertising platform, Zynga social gaming platforms, TopSpin marketing software provider

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Venture Capitalists (cont.)

DAVID HORNIK

JOHN LILLY

KATE MITCHELL

Partner, August Capital; lecturer, Stanford Graduate School of Business; entrepreneurship lecturer, Harvard Law School; former intellectual property attorney, Venture Law Group
AUGUST CAPITAL

Partner, Greylock Partners; former CEO, Mozilla Corporation; former senior research scientist, Apple Computer
GREYLOCK PARTNERS

Managing Director, Scale Venture Partners (ScaleVP); former chair, National Venture Capital Association; former chair, IPO Task Force, United States Dept. of the Treasury
SCALE VENTURE PARTNERS

Fund size: $1+ billion; Headquarters: Menlo Park, Calif. Portfolio includes Ebates Internet shopping portal, StumbleUpon website discovery platform, ThreatMatrix device identi cation system, SAY Media software producer for media management (publisher of this report)

Fund size: $1+ billion Headquarters: Menlo Park, Calif. Portfolio includes Tumblr social sharing platform, Dropbox cloud-based storage platform, Groupon discountdiscovery system, Pandora music-discovery system

Size: $255 million; Headquarters: Foster City, Calif. Portfolio includes Box. net cloud services, Enpirion Semiconductor, ExactTarget interactive marketing, NComputing desktop virtualization

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Growth and Risk: Old Variables for a New Equation

The buzz machine surrounding new tech startups may leave you with the impression that entrepreneurs are taking more risks and reaping more rewards than ever before. In fact, initial public o erings, at least, have never recovered from the bursting of the Internet bubble in 2001. The number of IPOs each year since has never even tested 1980s levels, and improved only slightly from the historic lows of 2008. Prior to 2001 and the bubble burst, some 42% of successful exits were attributed to initial public o erings. In 2010, IPOs accounted for just 8%. And its not that IPOs have steadily declined. Theyve actually bottomed out, and then stayed on the bottom.
U.S. EMERGING GROWTH COMPANIES ENTERING THE IPO PHASE

1990 - 1996 2004 - 2010

1,272 324

Source: U.S. Treasury Dept. IPO Task Force brie ng, December 2011

But the decline in IPOs masks a more complex picture. Instead of going public, more and more tech startups are getting bought by established players.

Satish Dharmaraj, Redpoint Ventures

We VCs traditionally like to build big companies that can IPO. However, this is fully a management decision, and we typically support them. Going IPO is a very cumbersome process, as there is a ton of groundwork and compliance issues. Increasingly, we see startups wanting to go the M&A route rather than le for IPOs because of this.
U.S. VENTURE CAPITAL EXITS: IPOS VS. M&AS, 1998 2010

Source: Dow Jones Venture One via Wilmer Hale Venture Capital Market Review 2011

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From 2002 until 2010, investors found growth primarily through acquisitions, fundamentally changing the role of the IPO as a measure of success and thus of risk. In an August 2011 study by the Treasury Departments IPO Task Force, 86% of the 35 public company CEOs surveyed agreed that going public was not as attractive an option as it had been in 1995.

Kate Mitchell, ScaleVP

When we spoke to institutional investors, the biggest challenge for their portfolios was growth. Their challenge was getting that 50x to 100x they could get when they bought Symantec or McAfee or Microsoft or Apple. That growth now only occurs in the private market; its not available to the public investors.

There are two theories as to whats behind the continued lack of IPOs. One theory suggests that a tightened regulatory environment intended to increase transparency for large rms ended up creating undue strain for new rms. In the IPO Task Force survey, CEOs of startups reported spending an average of $2.5 million in administrative costs associated with preparing to go public. Some 40% of those costs could be reduced, the task force estimated, through relaxation of SEC reporting requirements.

Kate Mitchell, ScaleVP

It has become so distasteful to go public... All these companies are high-growth when theyre young; theyre sometimes doubling and tripling in size. So theyve already demonstrated they can grow. Once youve demonstrated they have customer demand, that you can reliably manufacture a product, that you can deliver a service, and you can sell the product in an e cient way (and by the way, public investors care greatly about that), until the late 90s, at that point when youre Intel, Apple, Cisco, you would then take public capital to scale out and expand your business globally. You were ready for the public markets. Today, what were seeing is, its so unattractive to go that route because its daunting to go public. Instead, you take your hands o the steering wheel and you sell the company which is not a desired outcome from an innovation and job-creation point of view.

The other theory is that the turbulent global economy has led to rapidly uctuating market conditions, making startup companies worth more as an acquired division of a larger rm than as an independent entity.

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IPOs, Growth and Profitability

The dearth of IPOs is not necessarily a bad sign for startups, however. A March 2012 study paints a clear picture of a Grand Canyon-sized gap between new IPOs and pro tability.

Percentages of Small U.S. Firms Reporting Positive Annual EPS

Source: Where Have All the IPOs Gone by Prof. Jay R. Ritter, et al, March 13, 2012

Produced by professors from the University of Florida and two leading Hong Kong universities, the study is the basis for the chart above, which compares two groups of companies: U.S. rms with less than $250 million in annual sales within three years of their IPO (lighter), and more seasoned U.S. rms that are more than three years past their IPO also with less than $250 million in annual sales (darker). The percentages represent the relative number of companies in both groups that reported positive earnings per share in the given year. While the trend is down for both groups over time, its very clear that happens well beyond the rst three years of life that companies do not show earnings growth out of the IPO gate.

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Brewing a Perfect Storm

Conditions are starting to change in ways that promise a major turnaround in the growth prospects and exit opportunities for startups. Beginning in 2011, a con uence of factors have been creating a perfect storm, changing how startups are formed and funded:

1
The emergence of new crowdfunding sources capital funds that are usually somewhat smaller than VC funds, pooled together through small investments via a website or social network. These new funds are making smaller amounts of seed money available, enabling the formation of larger numbers of smaller startups.

2
A new and sometimes chaotic force, sometimes dubbed discovery e ects channels, but more commonly known as app stores. These channels help developers quickly and cheaply deploy new applications to dynamic and thriving platforms and markets on a global scale.

3
The passage of a law creating a new classi cation for U.S. startups: emerging growth companies rms in the rst ve years of existence with less than $1 billion of annual revenue. The JOBS Act, signed into law in April 2012, entitles EGCs to relaxed regulation and reporting requirements, reducing the cost of going public.

4
A turbulent global economy pockmarked by European bailouts, the Japanese tsunami, con ict in Syria and the Middle East and the continued fallout from the banking and mortgage crises in the U.S.is turning institutional investors attention away from startups.

Just since 2009, the very de nition of a startup company has been altered. With it, the role of the venture capitalist is itself in transformation a kind of disruption that VCs never expected would happen to them.

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Case in Point: Omniture

During the mid 2000s, Kate Mitchells ScaleVP colleague Rory ODriscoll was on the board of directors for Omniture, a social/mobile Web analytics platform. Omniture was founded in 1996, while its key competition during ODriscolls tenure, WebSideStory, was founded in 2002. While WebSideStory went public in 2004, Omniture opted to remain private, raising capital through ScaleVP and other sources. But even though WebSideStory started out with four times Omnitures annual revenues, by 2007 Omnitures growth rate during the four-year period was about 2,200%, while WebSideStorys was only 400%. Omnitures growth was not steady, however it accrued net losses before regaining strong pro tability in 2007. WebSideStory found itself being acquired by Omniture (now known as Adobe Digital Marketing Suite) in 2007. Writes ODriscoll, The value was created by the aggressive winner. Fortunately for me, this time, I was on the winning team. Omnitures story breaks the illusion that only newer, smaller companies have bigger growth numbers.

ANNUAL REVENUES COMPARISON 2002 2007 MILLIONS

Omniture WebSideStory Omni./WSS size ratio

Source: Rory ODriscoll, Scale Venture Partners

2002 2 14 27%

2003 9 16 53%

2004 21 23 91%

2005 43 39 109%

2006 2007 80 143 55 n/a 145%

A Longer-Term Perspective on Growth

The common wisdom that growth happens only during the emerging years of a companys existence has been disproven by history as the earlier charts showed. The JOBS Act legalizes crowdfunding, and relaxes the Sarbanes-Oxley (SOX) reporting requirements for EGCs during the rst ve years. After ve years is up, companies are no longer considered emerging, but Foundry Groups Brad Feld points out this should not mean their growth rate must slow down.

Brad Feld, Foundry Group

Our view is, companies should build themselves for the long term; and if they are a market leader, appropriate opportunities whether IPO or M&A will be available. Im focused on a time frame of a decade or more, and I think most entrepreneurs are, as well.

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The statement that its common knowledge that a growth path that leads to M&A is by de nition short-term, doesnt seem right to me at all. I dont think this is common knowledge, and I think [looking for an M&A exit] is a terrible way for entrepreneurs to approach building their businesses. If their hope is they create something exciting in a year or two and then a big company buys them, its unlikely that theyll actually be creating something particularly interesting. However, if a big company appears in a year or two after they get started and wants to buy them for the people, the product, the users or customers, or some other reason thats something thats always going to be interesting, and at least worth considering. Note the causality: The entrepreneurs dont set out to build something that gets bought quickly. They set out to build something signi cant, and that attracts someones attention.

Feld notes M&A events can occur at any time in a companys life cycle. Many companies grow on their own for decades, and eventually end up being acquired. Others like Autonomy, which found itself acquired by Hewlett-Packard in 2011 are public companies for several years before being bought. Still others take a path such as SuccessFactors, which was acquired by SAP just four years after its IPO. Other VCs report similar variations in growth patterns.

Satish Dharmaraj, Redpoint Ventures

If its a Series A, early-stage company, we typically expect it to go from zero to $4 million to $10 million in revenue in years 1, 2 and 3. However, this can vary widely. The key thing we look for in a plan is whether there is su cient pain that is being solved. Is the willingness to pay commiserate with the pain that is being alleviated?

David Hornik, August Capital

There is no one growth rate that any investor is looking for. There are lots of di erent indicia of growth in startups. For some startups, all that matters is user growth. For others, all that matters is revenue growth; for others, net revenue growth. It really depends upon what sort of business you are building. It is easy to achieve 100% growth on $1 million in revenue. It is much more challenging on $100 million And if you are a tiny little company attacking a giant market, one thing is

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certain: You have nowhere to go but up. In which case, there is an opportunity for double- and triple-digit growth on a sustained basis, year after year. Its not just the rate of growth thats variable. So is the right way to measure growth. The rise of app stores can make that even more important.

John Lilly, Greylock Partners

App stores are essentially PR and discovery e ects. A network e ect means that a product becomes more valuable to me if I convince others to use it as well thats what generates real growth. So you need to nurture the products, the team, and yes, [the customer base] to gure out the most natural ways of building a working business on top of it. Thats the same as it ever was. What we look for in consumer Internet companies are products that people love, and that have natural (network e ect-oriented) distribution strengths. On the modern consumer Internet, weve got the massive distribution platforms of Facebook, the Apple App Store, the Amazon Appstore and Google Play, so startups can get access to something on the order of a billion users nearly instantaneously. Its incredible. What we look for is growth that has network e ects but also has tons of highly engaged early adopters.

And sometimes, VCs look at growth not by the numbers, but in terms of people and attitudes and ambitions.

Duncan Davidson, Bullpen Capital

You look for the attitude of the founders to create something, not to make a lot of money, not to have a job and get paid, not to have a nice business that can grow and give them a lifestyle. You look for a person who wants to change, disrupt. Some call it creative deconstruction; I call it creative reconstruction. Youre trying to reconstruct the economy in a new way, and you want people who have that vision and want to do that.

Kate Mitchell, ScaleVP

What we dont want is for companies to aim low. That would start at the very inception of the company. If I really think, like 86% of serial entrepreneur CEOs, that public markets are not friendly, theyll design themselves from the rst day they put together the company to sell themselves as a feature of Facebook, Google, eBay, Cisco... It changes the dynamic of what they do from the rst day they start.

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Case in Point: Zaarly

Bullpens Duncan Davidson tells the story of Mark Ecko, the man who helped coin the concept democratization of entrepreneurship. An artist who made himself a billionaire, Ecko began by fashioning desirable products literally from a studio in his parents garage. Today, Ecko is one of three partners behind New York City-based Artists & Instigators, among whose recent success stories is a social platform called Zaarly. Its purpose is to connect local services to local customers. One example Zaarly likes to share involves emergency catering: small rms that can rescue parties and get-togethers by rapidly acquiring and delivering party goods. (Literally, Help, weve run out of hors doeuvres!) After a $1 million seed round, A&I participated in a $14.1 million Series A round. Zaarly is an example of a tech startup that isnt about delivering technology, but rather delivering service on a level so local that customers cant help but perceive it as personal.

Smaller Startups Spread the Risk

Step One in the instruction manual for building your business used to be: Prepare your business plan to be reviewed by a prospective source of capital, particularly a VC. Today, VCs may not enter the picture until Step 5 or 6. Bullpen Capital describes itself as a super-angel follow-on, looking for companies that have already launched, often with just one or two people, and whose seed capital is in the six- or even ve-digit range. These companies may have a good idea, but they need more time to mature and implement a plan. Duncan Davidson explains that Bullpen focuses on sustained growth potential, including companies that may not be growing as fast as they should. At the turn of the last century, Davidson says, startups would raise their seed capital through very local sources, which sometimes involved friends and family, and sometimes second mortgages. The rst round of institutional funding for a startup called Series A totaled an average of $5 million. Thats what a rm required just to experiment with whatever technology it wanted to try and see if it was viable.

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Today, says Davidson, the funding rounds may look a bit more like this:
TYPICAL FUNDING ROUNDS FOR U.S. STARTUPS

Incubator round Accelerator round Seed fund round Super-angel round (Bullpen) Series A
Source: Duncan Davidson, Bullpen Capital

$ 50,000 250,000 1,000,000 2,250,000 5,000,000+

Duncan Davidson, Bullpen Capital

I think the JOBS Act may accelerate a trend toward the democratization of entrepreneurship, funding things that normally wouldnt be venture-fundable, but are quite worthy of becoming businesses. They may be businesses of a di erent sort theyre not really on a track to go public or have Zynga-like growth. Theyre trying to create really nice businesses for people who cant get a job to create a job and join the revolution... Whats happened in the last decade, the cost of launching an Internet product forget other technologies, lets focus on Internet has dropped from $5 million to $500,000 in 2005, to $50,000 today. Two orders of magnitude! Thats why a couple of kids in their dorm room can start a company, launch it and see if anybody cares out there.

For some VCs, though, there is such a thing as too small.

Kate Mitchell, ScaleVP

Over the last 10 years, you go to these conferences where there are a lot of entrepreneurs, and theres so much enthusiasm and so much innovation in the audience. But when some of them come up and you think, This may be an interesting cash ow idea for a small company for you, sir or maam, but it probably isnt a big enough company to get behind, where you can picture people sitting in the headquarters building. Its a nice idea probably for you to pursue on your own. Its not really a company; its something smaller than that.

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The JOBS Act and the New Endgame

Will the JOBS Act really lead to more IPOs? Redpoint Ventures Satish Dharmaraj believes the JOBS Acts main impact will be secondary stock sales transfers made by shareholders to other shareholders, rather than from the company or from a broker. A key provision, Sec. 201(b)(1), eliminates the requirement for a startups existing shareholders to register themselves as dealers or brokers before making a secondary sale of their shares. Its one of a multitude of relaxations to existing regulations, such as increasing the shareholder count threshold for companies subject to SOX reporting requirements from 500 to 2,000.

Satish Dharmaraj, Redpoint Ventures

There are two classes of entrepreneurs and company-builders. Theres the class that never wants to be owned by someone else, and is always trying to build a big, independent company. The JOBS Act and the thawing economy doesnt faze these guys. Then theres a majority of entrepreneurs who will take a great M&A o er if the multiples are right and investors will like it as well, if the multiples are right. So in my mind, the JOBS Act doesnt materially a ect the proclivity to go public as much as individual desire to do so. Going IPO and the time to liquidity are so painful. But then, freedom and independence are never easy.

David Hornik, August Capital

If you arent pursuing a game changing opportunity, it is hard to build a meaningfully large business... I think it is always in the best interest of a startup to pursue the public markets. In the long run, a company may decide that the best course is to sell to a larger company. But if you dont have the option of being an independent company, it will be re ected in the price any acquirer might pay... I dont think the JOBS Act changes how top-tier venture capitalists will look at investing [and] at company-building.

John Lilly, Greylock Partners

I dont think the JOBS Act has any e ect on things. Great teams building great products that people love are the key to everything, and thinking long-term about who will pay and why, building a business around it thats all fundamentals-type stu , its the same in every era.

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Case in Point: BeachMint

Scale Venture Partners looks for companies that can demonstrate continued progress with their key metrics. One company whose evolution it helped accelerate is BeachMint a fashion e-commerce site with an innovative customer curation model. Imagine a store that sells itself like a magazine or, from the other direction, Vogue if it were a storefront. Customers subscribe to BeachMint, which means they actually contribute to the cost of customer acquisition. And the company keeps customers active and involved with one another the same way fashion magazines attract readers, by bringing in celebrities to serve as models for the merchandise and the faces for the store. As a retailer, BeachMint collects more valuable information about its customers information that it can put to use in spinning new boutiques like JewelMint and ShoeMint. Its not so much a disruptive business model as a collective one: taking the best ideas from what worked in the past, and fusing the parts together in a new and innovative way.

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The Takeaways
Balancing growth and risk in the new economy isnt easy for anyone, and its especially challenging for startups. But these rules of thumb can begin to help demystify the choices.

1. STARTING SMALL INVOLVES STARTING.

You can dream small, you can obtain a small purse of incubator capital, and you can build a small market for yourself. And thats not bad at least, not any more. Theres now a de ned growth path for big businesses that multiply small ideas and distribute them over wide territories. You dont have to wait until your idea is big enough to deserve a $5 million investment.

2. YOUR OBJECTIVE AND YOUR FUNDERS ENDGAME NEED NO LONGER BE THE SAME MILESTONE.
Sure, a VC may want to exit and turn your company over to public ownership or perhaps a private parent. But that doesnt have to mean the end of your involvement with your company you dont have to exit just because the VC does.

3. GROWTH CAN, AND OFTEN DOES, START SLOW.

The typical growth path, where a business takes o like a rocket and slows to cruising speed upon its maturity, isnt always realistic today. Sometimes growth peaks when a company has moved beyond its startup phase.

4. TAKE GOOD ADVICE, SEEK VALUABLE COUNSEL, BUT DONT OUTSOURCE YOUR WISDOM.
Prospective sources of capital are looking for folks who can learn from their mistakes in the early going. Theyre looking for companies that recognize and repeat their successes, and that recognize failures fast and nip them in the bud.

5. THERES A BIG DIFFERENCE BETWEEN DISRUPTION AND DESTRUCTION.

You can still pattern your business model upon what has worked in the past. Changing markets is about building products and services so valuable that your competitors must change to compete with you thats the level of disruption you want.

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