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Hi, I’m Brad Feld, a managing director at the Foundry Group who lives in Boulder, Colorado. I invest in software and Internet companies around the US, run marathons and read a lot.

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Finance Fridays: Getting Started – Allocating Equity and Founder’s Investment

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Finance Friday’s gets off the ground with today’s post by introducing you to an imaginary startup, the entrepreneurs that we’ll being following throughout the series, and their first challenges: splitting up the founders’ equity and addressing the case where one of the founders provides the initial seed capital for the business.

We felt like we needed to put some groundwork in place using a case-study like approach, rather than just jumping into looking at balance sheets, income statements, and cash flow statements. Hopefully, by the time we are done, we’ll all have some new friends and a lot of knowledge. Let’s get started.

Jane and Dick worked together at Denver Health, the nation’s “most wired” hospital according to Hospitals & Health Networks Magazine. They have seen first-hand the impact technology can have in the medical field through exposure to a number of Denver Health IT initiatives. Through a series of conversations, Jane and Dick have come up with the idea to develop a social network tailored to the medical community. Through an online platform, doctors, nurses, and administrators would be able to assist each other with complicated diagnoses, collaborate on research studies, and find and fill job openings. After sharing the concept with a number of colleagues and receiving enthusiastic support for the idea, Jane and Dick built up the confidence to quit their day jobs and launch a business together.

Jane and Dick each brings a similar level of skill and capability to the business, making it easy for them to agree to a 50/50 equity split. While they could both go without salaries for a year, Dick had no extra money to invest in the business. However, Jane was in a position to invest some of her savings into the startup. How could they treat Jane’s cash investment in the business in a way that was fair to both of them?

Jane could have covered expenses from her personal account for now, keeping track of the receipts, with the plan of letting an accountant sort it out later. After all, they needed to focus on building their product, right?

Fortunately, Dick and Jane had both read Dharmesh Shah’s piece on avoiding co-founder conflict in Do More Faster and knew it was important to address co-founder issues – including how to handle co-founder investments – from the start. They also knew that it was important to set up proper accounting systems from the beginning and that paying for bills out of your personal bank account and having an accountant sort it out later for you seemed like a recipe for future pain.

Jane and Dick had several options, including structuring this as a debt transaction where Jane simply loaned the money to the company, or as convertible debt transaction where Jane’s investment would convert into equity in the next round. But they worried that future investors would frown on that or wouldn’t give Jane credit for the investment at a later date, since they might consider it as part of Jane’s contribution to her original ownership position of 50%.

That narrowed the possibilities down to an equity transaction, which would in turn require a conversation about valuation. Jane and Dick briefly considered a valuation based on the next external financing round, perhaps applying a discount. For example, if the first round of external investment values the company at $2 million post and, prior to that, Jane had invested $50,000, then with no discount, Jane’s investment would earn her 2.5% of the company ($50k/$2M = 2.5%). If they agreed on a 20% discount, then Jane would be entitled to 3.125% of the company ($2M * (1-20% discount) = $1.6M; $50k/$1.6M = 3.125%).

At this stage it wasn’t clear when (or even if) the first round of external financing might occur or what it might look like, which made agreeing on a discount just as difficult as agreeing on a valuation, while adding complexity. After a tense conversation about this, Jane and Dick decided to go out for a beer and try to resolve the equity allocation issue once and for all.

Jane indicated that the most she could invest in the company before they would have to seek other sources of capital was $50k. Dick hated to think that he would be diluted by more than 20% of his stake over $50k and proposed that Jane receive 10% incremental equity for her $50k. Jane felt comfortable with receiving 10% for $50k, but no less, so they agreed on a $450k pre money valuation of their startup.

There are a number of ways Jane and Dick could have executed the equity transaction. The simplest would be if they agreed in the founders documents that they would both commit full-time to the business, Jane would contribute an initial $50k, and they would split the equity 55/45 in favor of Jane.

Dick and Jane have now successfully navigated their first finance challenge: dividing up the founders’ equity, including an investment from one of the founders. A few key lessons from today’s post are:

  1. Invest the time upfront to get the founders’ documents right. This will save a lot of pain down the road. This includes agreeing on how you will handle personal investments in the business, but it also includes many other topics such as founders’ vesting schedules and voting rights.
  1. Every time you put money in the business it represents some form of debt or equity transaction. You can introduce complicated mechanisms for handling these transactions (e.g. warrants or discounts). However, there is a lot to be said for keeping things simple during the early stage of a startup. It helps control transaction costs in terms of both time and money.
  1. You could inject more cash into the business on an as-needed basis. However, this is distracting, even if you are raising the money from yourselves. Each cash injection effectively represents a new round of financing, which can get messy. Try to minimize the frequency of transactions by investing enough money each time to get you to the next key milestone for your business.

Next week, we will address how Jane and Dick put proper accounting systems in place. Oh, and you’ll notice that they don’t yet have a name for their company. They’ve told us they are open to suggestions.

Melodramatic Bullshit

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I was going to write a different post this morning, but I came across this post by Matt Haughey titled Ev’s assholishness is greatly exaggerated and, after reading it, sat for a few minutes and thought about it. Go read it now and come back.

Welcome back. I’m not an investor in Twitter directly (I am indirectly in a tiny amount through several of the VC funds I’m an investor in) but I’m an enormous Twitter fan and user. I also wasn’t an investor in Odeo so, as the cliche goes, I don’t have a dog in the hunt. But I have a few friends who were so I have second hand knowledge about the dynamics around the Odeo to Twitter evolution.

When I read (well – skimmed) the latest round of noise about “how founders behave”, possibly stoked by Paul Allen’s new book on the origins of Microsoft along with his 60 Minutes appearance, I was annoyed, but I couldn’t figure out exactly why. I had a long conversation with a friend about this when I was Seattle on Tuesday and still couldn’t figure out why I was annoyed.

Matt, who I don’t know, nailed it. As he says in the last sentence of his post, [it's] just melodramatic bullshit.

Creating companies is extremely hard. I’ve been involved in hundreds of them (I don’t know the number any more – 300, 400?) at this point and there is founder drama in many of them. And non-founder drama. And customer drama. And partner drama. And drama about the type of soda the company gives or doesn’t give away. The early days of any company – successful or not – are complex, messy, often bizarre, complicated, and unpredictable. Some things work out. Many don’t.

We’re in another strong up cycle of technology entrepreneurship. It’s awesome to see (and participate) in the next wave of the creation of some amazing companies. When I look back over the last 25 years and look at the companies that are less than 25 years old that impact my life every day, it’s a long list. I expect in 15 more years when I look back there will be plenty of new names on that list that are getting their start right now.

So, when the press grabs onto to the meme of “founders are assholes” or ex-founders who didn’t stay with the companies over time whine about their co-founders or when people who didn’t really have any involvement with the creation of a company sue for material ownership in the company because of absurd legal claims, it annoys me. It cheapens the incredibly hard and lonely work of a founder, creates tons of noise and distraction, but more importantly becomes a distraction for first time entrepreneurs who end up getting tangled up in the noise rather than focusing on their hard problems of starting and building their own company.

When I talk to TechStars founders about this stuff, I try to focus them on what matters (their business), especially when they are having issues with their co-founders (e.g. focus on addressing the issues head on; don’t worry about what the press is going to write about you.) When I hear the questions about “did that really happen” or “what do you think about that’ or “isn’t it amazing that X did that” or “do you think Y really deserves something” it reminds me how much all the noise creeps in.

I like to read People Magazine also, but I read it in the bathroom, where it belongs, as does much of this. It’s just melodramatic bullshit. Don’t get distracted by it.

Q&A With The Founders Of AgileZen

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In April I wrote a post about Rally acquiring AgileZen.  I’ve been an investor in Rally from the very early days and am incredibly proud of what the team there has created.  As I’ve written in the past, I encourage companies I’m an investor in to continually explore small acquisitions when entrepreneurs have created something that is on their roadmap.  AgileZen was one such company and the acquisition has been a successful one for everyone.

Recently AgileZen has topped the leaderboard for TwtPick.in’s survey on tools and services for a lean startup.  Ryan Martens, Rally’s founder, thought it would be a great opportunity to do some Q&A with Niki and Nate Kohari, the founders of AgileZen.  As I’m spending a lot of time these days talking with first time and young entrepreneurs around the release of my book Do More Faster, I thought this would be a fun interview to add to the mix.  And, if you are a software developer using Lean or Agile methodologies, take a look at Rally and AgileZen.

1. Why did you start AgileZen? We built AgileZen because we felt like there were a lot of tools on the market that served large organizations, but many of them weren’t designed to support the needs of small teams and startups. As a software developer, Nate had experience using other project management tools, but none of them seemed to work well for the small teams that he worked on. The original idea behind AgileZen started with feeling that pain. When we learned about kanban and understood how others were applying it to project management, we recognized that it would be a great way for small teams to visualize their work. After showing an early version of AgileZen to a few people, we got some very strong positive reactions, so we felt like we were on to something. We originally built AgileZen with software teams in mind, but the more we talked with people the more we realized that it could be used for any project-based work. We felt confident that there was a large enough market for the product, so we took the plunge and decided to launch AgileZen as a startup.

2. What is your mantra and secret to success? We think our secret to success is an obsessive focus on simplicity and usability, so we make every feature fight very hard to be included in the software. We also think that if the feature can’t be explained in a few minutes, it doesn’t belong in AgileZen. In software it’s often very difficult to say no to unnecessary features or complexity, but knowing when not to do something can be the difference between success and failure.

3. What is your goal with this solution? When we started working on AgileZen, our goal was to build a product that helped people work together to become more productive and that remains our focus today. We feel we’re successful as long as AgileZen makes our users more efficient, regardless of what industry they work in. To this end, we’re focusing on improving the product to make it as intuitive as possible. We’ve got some great ideas brewing and we’re excited to start sharing them.

4. Why did you join up with Rally? After meeting with the Rally team in February, we found that their ideas about company culture and vision for AgileZen matched up surprisingly well with our own, and it felt like working together was the right decision for the product and our customers. With Rally’s additional resources and guidance, we can set our sights higher and achieve our goals faster, so it’s a win for everyone.

5. What would you tell other start-ups about being acquired? AgileZen was acquired about nine months after our public launch. We never thought much about acquisition until Rally approached us about a potential partnership. Acquisition isn’t really something to chase from the beginning because it can distract you from what really matters, which is building something great that your customers will pay for. The idea of a big exit might be really appealing, but it’s more important to consider how well the organization’s values fit with your own. If you don’t agree on where the product is going then an acquisition isn’t going to benefit anyone—least of all your customers. Also, in a lot of cases, you’ll end up working with the acquiring company so you need to make sure you’re on the same page from the beginning.

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