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How to Scale Without Losing Your Shirt

This is one post/chapter in a serialized book called Startup 101. For the introduction and table of contents, please click here.

There comes a time for every venture when the owners have to decide whether hockey-stick-like growth is feasible or not. In your initial plan, you indicated a sudden surge in revenue at a certain point in time, i.e. where the hockey stick shows up. You have now reached that point. You may have a great business, but will it hit the big time?

You need to make an honest, clear-eyed assessment at this stage. You might spend money in the hope of achieving that growth and end up losing everything, which would be a big shame if your business was profitable and growing at normal rates (and therefore valuable). On the other hand, forgoing a chance at the big time just because you are too nervous would be equally unfortunate. How do you navigate this complex decision?

Understand Your Investor’s Agenda

If you go for growth and miss your numbers and have to raise more money, your investor will get hurt a bit and you will get hurt a lot. The investor can put in more money, and they will do it on harsh terms if they have to because you have missed your numbers. You may end up with nothing at the end of the day while the investor will get their money back plus some.

If you don’t know how that works, look up and understand Liquidation Preference. Your contract with the VC will have a Liquidation Preference clause. It is a perfectly reasonable term (although there are egregious variants), but it can really hurt you under certain circumstances. Basically, your view of risk and your VC’s view of risk are different.

Let’s look at a simple case. Let’s say your VC invested $3 million for a 30% equity share and has a 5% Liquidation Preference (quite reasonable — not one of those egregious variants) and that your business sells five years later for $3.8 million. What will you and your team get? Because you and your partners and team own 70% of the shares, you would get 70% of $3.8 million, right?

Wrong. You get zip. Nada. Nothing. Just do the compound interest calculation to see why. The fact that you own 70% of the common shares means nothing in this case. The VC gets their money back with interest, which is not a good result but not a disaster either.

If your venture does reasonably well and sells for $50 million, you and your VC will do just fine. The VC will get $3.8 million, and you will divide up $46.2 million (i.e. $50 – $3.8 million) according to the ratio of shares owned. (That works out to over $30 million for you and your 70%-owning team.)

If you hit the ball out of the park and sell for $500 million, the Liquidation Preference becomes essentially a rounding error of interest only to accountants. If your venture misses its numbers and sells for $3.8 million, you will get nothing, which is quite reasonable: the VC bought into a dream and a team, and if you do not deliver, you shouldn’t get anything.

Even if the whole business goes kaput without any realizable value, your venture is still just one among many companies in the VC’s portfolio. VCs don’t like losing ventures, but as they say, “This will hurt you a lot more than it hurts me.” This is akin to the chicken and pig contributing to the eggs-and-bacon breakfast: the chicken may be involved, but the pig is “committed.”

Just understand that your interests may not be aligned and that your and their views of risk may be different.

Raise More and Go for It?

Let’s say you raised $3 million, and you are now gaining traction and everyone is telling you to raise more and really go for it. The VCs are ready to write a big check. It’s a no-brainer, right? Wrong. This is when you need to think hard.

Suppose you raise a second round. It’s a nice big one for $10 million, and the headline valuation is triple that of your first round. You and your team are giving each other high fives. Perhaps you don’t look too hard at the Liquidation Preference. This time, the terms may actually be egregious, but the thought of that $10 million and the headline valuation number cause you to overlook that.

For example, Mark Zuckerberg should be a billionaire because he owns a ton of founding stock in Facebook? Well, Facebook has raised $640 million and some of it a long time ago. There would almost certainly be Liquidation Preference. If Facebook sold for around $1 billion today, Mark Zuckerberg would probably walk away with nothing but a lot of experience and memories. But Facebook would never sell for as little as that, so not to worry, right?

Entrepreneurs are optimistic by nature. They have to be if they are going to get out of bed every morning and work against the odds as passionately as they do. VCs don’t have to be optimistic: their downside is pretty well covered.

Run the numbers — all of them, not just the rosy projections — and see where you end up. Then make sure your interests and the VC’s really are aligned.

And how do you align interests? Five ways.

1. Align Around Facts

Facts are hard to come by in a startup. There is a ton of unknowns. So separate fact from forecast: you can take facts to the bank, but you run sensitivity analysis on forecasts. If that sounds intangible, here is the simple version. Take your forecast and…

  1. Double the cost,
  2. Halve the revenue,
  3. Double the time it takes to do everything in the forecast.

First, do you have enough capital for this scenario?

Secondly, look at what the business would be valued at in such a scenario… not what you hope it will be valued at, but rather what other companies in a similar position are being valued at.

2. Focus on Server Costs

In the Web 2.0 era, we achieved control over the costs that bedeviled the 1.0 era:

  • R&D costs have shrunk through a mix of open source, new development tools and offshore resources.
  • Marketing costs have shrunk, thanks social media and viral marketing.

Hearing the proud claim that “Our major costs are now only our servers” has become common. For some businesses, that is no longer a proud refrain but a business problem. If you hit that magic viral moment when user traffic takes off, you had better have some of these three things:

  1. An incredibly low cost per user as a result of some really smart performance optimization,
  2. A revenue model that kicks in right after traffic grows,
  3. Enough capital to sustain you until #1 or 2 is figured out.

Ideally, you would have all bases covered, but two out of three is fine. Look at Google. It had #1 and 2. Twitter and Facebook have #3. I would prefer to own Google.

Even if revenue growth is lower than forecast, if the server costs are under control and user growth is booming, you will get more VC money on good terms.

So, don’t skimp on that software performance design and coding early in the game. Leaving it as an afterthought was okay for a venture starting out in 2004, not for one starting out in 2009.

3. Control the Business Planning Process

This means you will need a process. If that goes against your grain (because, say, you are a creative type, a great hacker, or a sharp sales guy), then find someone on your team who can really run the numbers and unite everyone around a common planning process.

The type of process will depend on the type of business. At a high level, they all address these questions:

  1. Where are we now?
  2. Where do we want to get to?
  3. How do we get there?

As the entrepreneur/CEO, though, you need to own this process and drive it. The worst thing you could do is let a junior member do this for you. They don’t truly understand your business and certainly don’t care about it as much as you do, and their interests won’t be the same as yours.

The process must be dynamic and based on a financial model. This means you should be able to adjust each variable and re-plan efficiently as circumstances change. Your VC may use earlier plans to beat you up a bit, but those plans are irrelevant; all that matters is the current one (and your VC knows that).

4. Talk to Your Independent Adviser

This is when you will find it valuable to have an independent adviser on your board (see Building an Advisory Board). Being independent means that the adviser was not nominated by the VC. Having someone like that on the board (as opposed to their being merely a friendly mentor) is important because they will then know the numbers and character of the VC better. When you need critical advice in a hurry, it is vital that your adviser knows these things.

5. Do a Deal That Aligns Your Interests

This is possible. If you have a good VC, a good board, and some good advisers, having an honest dialogue to get everyone’s interests aligned is quite easy. If you have a lousy VC and a toxic board, you will have a nasty fight on your hands. Don’t shirk that fight.

The simplest way to align interests is for the VC to buy some stock from you and your founding team. But the right amount: not so much that they will be afraid (justifiably) that you will walk away to play golf or start another venture, but enough that your family feels secure and personal finances are not a worry. Too much stress is not productive. In other words, you and your VC should be in the same boat and view the world and your risk with the same perspective.

When your business finally gains traction and VCs want to invest more money because they see the big pot of gold at the end of the rainbow, your negotiating position will be strong. At this stage, they need you more than you need them. But don’t abuse this position of strength: just use it to get what you and your team reasonably need, and then march on together to build the big dream.

Photo credit: jurvetson.

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