 |
| What is the dollar value of your ownership in the company? |
Investors and co-workers in your startup often express dilution
concerns. A past article
addressed this issue in part and a description of the need to communicate and educate
your investors formed the basis for a different article. This piece further addresses the issue of
dilution as a result of an excellent question from a reader commenting on a
recent article covering the summary
of a conference.
“Regarding
the comment on continually seeking capital: How is it that this approach,
though desirable from the point of view of the entrepreneur, is not looked upon
with some alarm by investors who will be diluted unless they are the ones who
again capitalize the startup? What's the thinking on that from the investor
standpoint? In for a penny?”
The point made in the question is a very real concern expressed by
many investors and team members in startups.
Just recently, a company’s team exchanged numerous emails discussing valuation
and downstream dilution. In a different
company, the issue of downstream dilution was of high concern to the Angel
Investor pool. Even 15 years ago, a
Board expressed these concerns as the company raised capital $18M. The question is a one that requires thought
and consideration as you seek to raise capital.
It even becomes a personal concern should you ever leave the company and
the company continues to raise capital.
A few key
areas to consider:
Does the capital raise enhance development and
increase valuation of the company?
It is important to develop a long-term budget that shows
expenditures required to become a profitable company. Your investors are entitled to know this
requirement and understand how it might affect them. Raising capital for a company that does not
increase or may decrease in valuation dilutes all shareholders and decreases the
value of their ownership; this does happen by design. Many times the company does not achieve their
anticipated valuation increase and the dilution effect hurts investors. No entrepreneur ever develops a startup to
lose money for investors. They always believe the valuation will increase with
development and sales of a product.
Sometimes the company does not capture the desired sales or attention
and the company value never goes up.
Plans to raise capital must fit the company development plan and
launch schedule. Raising all the money
up front is dilutive and possibly in a negative way. For this reason, capital
raises should take place with increased valuation increments; e.g., the last shareholders bought at $1
/ share, the next round is at $5 /share.
Valuation should increase if the company meets their milestones and
sales estimates. The required cash
should support this activity. Many well
informed investors will review the proposed spend and accomplishments. They understand the need to progress while
having adequate cash reserves to overcome difficult times. They expect dilution to take place but look
at the value of their ownership as important.
Does failure to raise capital harm the company
valuation?
One way all investors are harmed often occurs when the company
needs capital because they are out of money.
The new investors realize there is not gas to fuel the company and they negotiate
very hard for a larger piece of the company or a greatly reduced
valuation. Terms like “cram-down” or “down-round”
originated from such events over the last 10 years or so. The phenomenon became a real issue as the year
2000 bubble burst for technology. The lack
of investor interest for several years afterward forced many companies to expend
their cash reserves. These companies may
have developed on schedule, but the reduced economy and fear by investors
slowed financings. The firms making investments
cherry picked the best companies and negotiated very favorable terms. Clearly, this form of dilution harmed those
not participating because of the down-rounds.
Are there preferences or anti-dilution
provisions that may harm unprotected investors?
Consideration of preferences and anti-dilution are important, but
become less so if you are out of money.
The choice of closing the doors or completing a down-round is difficult
for all involved. No one wins if the
company shuts down, so entrepreneurs try to close on a financing under the best
conditions possible. They may try to
reduce the harm of liquidation preferences or anti-dilution provisions by
trying to negotiate with the holders of these rights. If successful, the dilution effects in
down-rounds are not as bad; however, these deals do not usually work out
favorably.
How do you answer the investor concerns?
The important piece of information for the shareholders is whether
the percentage of ownership one holds shows an increased value with the
anticipated dilution. It may take time
to realize the improvement, but this is an important point. For example, a 10%
ownership of a $5M company is $500K, while a 1% ownership of a $1B company is
$10MM. Not all investors or team members
accept this at face value and it takes time to help them see the long-term
benefit. It takes time to raise capital and requires making countless presentations
and developing relationships. Entrepreneurs
must immediately start the networking after each financing round to ensure they
relationships are developed and investors are interested when it is time to
complete a new round. The
key take home message is it is better to have a small part of a big number
rather than 100% of nothing.