In case you missed it, Flybridge's Jeff Bussgang wrote a pretty interesting column last week with some thoughts on how entrepreneurs should be thinking about valuation.
It's a very good piece that makes an important point, that the way to think about valuation is much broader than just the stated pre-money. I do have some quibbles with it, in the spirit of adding to a good idea... First off, the principle is right but should be considered even more broadly, since the overall valuation picture is affected by much more than stock option refreshes. Secondly, while the column argues that the larger option refresh makes the effective economic value roughly equivalent to the entrepreneurs, a larger stock option refresh is by itself a good thing for the entrepreneurs as well -- it avoids further dilution for additional option refreshes later, and also in some cases the bigger option pool might end up being used for additional incentives for the existing management team as well. Thirdly, the use of the term "promote" is pretty confusing, since it means a totally different thing in other financial investment areas (such as real estate), so another term might be more useful, perhaps "effective premoney"?
But it brings up another point about valuation as well, one that I've seen happen in cleantech perhaps more often than in other sectors. Since many (note: by no means ALL) cleantech investments can be capital-intensive, the capital needs even in earlier rounds can be higher than for other sectors. Even a few years ago a $20m deal wasn't unusual for solar Series A rounds, for example. And so in cleantech moreso than in some other sectors, for instance, we see valuation pressure forced by round sizes.
This is one of the backwards facts of venture capital -- valuation is often heavily influenced by round size. It comes about because of a confluence of factors. One, the management team is naturally sensitive to giving up too much ownership to investors, with a particular sticking point around 50% ownership in early rounds. Two, in some areas like solar panel manufacturing and other capital intensive areas, the capital needs for necessary equipment can be large, and thus the round size could be double digits even for a Series A. Three, in a sector with such huge potential upside as cleantech, and as the funds targeting cleantech (either as specialists or because big generalists have gotten in) have gotten bigger and bigger, some VCs have been willing to pay a higher valuation if it means being able to put more money at work in an exciting opportunity.
So what this then naturally leads to are some deals with overly high valuations. Not as a rule to be applied across the entire sector (as some journalists have seemed to want to do), but certainly in some high-profile examples.
Which is a great thing for those entrepreneurs, right? After all, they get more capital up front, without giving up more than 50% of the company, so it's a clear "win" for the founders, right? No, in my opinion. From the entrepreneur's perspective, a higher valuation is generally a good thing, certainly. But when you start seeing real nosebleed valuations, it very much affects the ability of the management team to get real upside from that.
Here's why: I sat down a few years back with an entrepreneur who had just taken in a Series A round with a very high valuation (tens of millions of dollars). He was quite pleased. But after congratulating him, I was compelled to warn him that now he was marching across no-man's land with a bayonet at his back. No stumbles allowed. For a company that was still a few years from initial revenue to carry a valuation like that at the Series A stage really demonstrated that the expectation of their investors was that this was going to have to be a "big win" investment. If the revenue was a while off, therefore the exit was a while off, and thus to get the high IRRs that VCs expect would take an exit valuation (likely an IPO) of a billion dollars or more, within the VC's investment timeframe.
That's possible, sure, but pretty improbable. It would require everything going really well, pretty much a faultless execution according to plan. And as anyone who's been involved in an early stage venture can tell you, things never go according to plan. In which case who was going to get the axe? The management team, of course.
Here's the other problem: If you look at the (relatively short) list of cleantech "success stories" out there, what most of them have in common is that at some point in their history they hit a major hiccup or two. When that happens to a startup, more capital is going to be required to see the company through an unanticipated delay and/or tough times. But that's tough when the valuation from the last round of financing is high. It would require a significant "down round" to entice new capital. When that's even possible, it often ends up washing out much of the founding team's ownership along the way, because of some of the structural advantages of the institutional investors which allow them to protect some of their ownership. Since even the successes often stumbled like this, it seems likely that to put a big valuation on an early stage company increases the chances that a slight operational disruption could require a pretty disruptive round of financing down the road.
High valuations mean less dilution but higher risk for the entrepreneurs.
So while I quibble with a few details in Jeff's column, I would want to endorse his overall message to entrepreneurs, and take it a bit further: Worry about the pre-money valuation of a round, sure. But don't think it's the single most important factor to consider in selecting an investor. In fact, it will often fall short to other more important factors. For as much as it's a real economic issue, it's also a window into what kind of investor the entrepreneur will be partnering with, and an overly high valuation isn't a good sign in that regard. As first priority, select investors who will be good business partners. THEN worry about valuation.
Here are recently-announced deals (I'm sure they were all done at very mutually-reasonable valuations):
- Greentech Media, the owners of the column you are reading right now, have raised $825k of a planned $1.25M Series B extension.
Other news and notes: PE/VC fundraising terms are unsurprisingly shifting to become friendlier to LPs... What I found most fascinating from this survey is that almost 50% of VCs surveyed expect to do 2 or fewer (note: the article had it wrong) deals over the next 12 months... India's renewable energy industry took in $527M in PE/VC investments over the past four years... Cleantech remains a relative bright spot in the otherwise moribund venture capital market... And finally, aaaachooo!!!