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

Growing Your BusinessIn The Modern Economy:6 VCs Weigh In SCOTT M. FULTON III SPONSORED BY

Introduction The word “venture” in the phrase “venture capital” is a romantic euphemism for risk. But that’s 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 firms don’t expect to win, they don’t 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 FELDManaging Director, Bullpen General Partner, Redpoint Managing Director, FoundryCapital; founder, Xumii Ventures; former CEO, Group; chair, National CenterInc.; founder, SkyPilot Zimbra communications for Women & InformationNetworks; founder, Covad and collaboration platform Technology; former CTO,Communications (purchased by Yahoo in 2007 for AmeriData Technologies $350 million)BULLPEN CAPITAL FOUNDRY GROUPInitial fund size: $50 million REDPOINT VENTURES Fund size: $100+ millionHeadquarters: Menlo Park, Fund size: $500+ million Headquarters: Boulder, Colo.Calif. Headquarters: Menlo Park, Portfolio includesPortfolio includes Calif. Cheezburger NetworkAppboy mobile application Portfolio includes Netflix entertainment media publisher,management platform, Chart.io streaming video network, Federated Media Publishingcloud-based business analytics, Fortinet corporate security, Path Web advertising platform,Byliner e-book discovery mobile social network platform, Zynga social gaming platforms,platform, Backyard local video Cloud.com infrastructure TopSpin marketing softwareadvertising platform management platform provider ReadWriteWeb | Growing Your Business In The Modern Economy: 6 VCs Weigh In | 1

Venture Capitalists (cont.) DAVID HORNIK JOHN LILLY KATE MITCHELL Partner, August Capital; lecturer, Partner, Greylock Partners; Managing Director, Scale Stanford Graduate School of former CEO, Mozilla Venture Partners (ScaleVP); Business; entrepreneurship Corporation; former senior former chair, National Venture lecturer, Harvard Law School; research scientist, Apple Capital Association; former former intellectual property Computer chair, IPO Task Force, United attorney, Venture Law Group States Dept. of the Treasury GREYLOCK PARTNERS AUGUST CAPITAL Fund size: $1+ billion SCALE VENTURE PARTNERS Fund size: $1+ billion; Headquarters: Menlo Park, Size: $255 million; Headquarters: Menlo Park, Calif. Headquarters: Foster City, Calif. Calif. Portfolio includes Tumblr Portfolio includes Box. Portfolio includes Ebates social sharing platform, net cloud services, Enpirion Internet shopping portal, Dropbox cloud-based storage Semiconductor, ExactTarget StumbleUpon website discovery platform, Groupon discount- interactive marketing, platform, ThreatMatrix device discovery system, Pandora NComputing desktop identification system, SAY Media music-discovery system virtualization software producer for media management (publisher of this report)2 | ReadWriteWeb | Growing Your Business In The Modern Economy: 6 VCs Weigh In

Growth and Risk: Old Variablesfor a New EquationThe buzz machine surrounding new tech startups may leave you with the impression thatentrepreneurs are taking more risks and reaping more rewards than ever before. In fact, initial publicofferings, at least, have never recovered from the bursting of the “Internet bubble” in 2001. The numberof IPOs each year since has never even tested 1980s levels, and improved only slightly from the historiclows of 2008. Prior to 2001 and the bubble burst, some 42% of successful exits were attributed to initialpublic offerings. In 2010, IPOs accounted for just 8%. And it’s not that IPOs have steadily declined.They’ve actually bottomed out, and then stayed on the bottom. But the decline in IPOs masks a U.S. EMERGING GROWTH COMPANIES ENTERING THE IPO PHASE more complex picture. Instead 1990 - 1996 1,272 of going public, more and 2004 - 2010 324 more tech startups are getting Source: U.S. Treasury Dept. IPO Task Force briefing, December 2011 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 file 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 ReadWriteWeb | Growing Your Business In The Modern Economy: 6 VCs Weigh In | 3

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 Department’s 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; it’s not available to the public investors. There are two theories as to what’s behind the continued lack of IPOs. One theory suggests that a tightened regulatory environment intended to increase transparency for large firms ended up creating undue strain for new firms. 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 they’re young; they’re sometimes doubling and tripling in size. So they’ve already demonstrated they can grow. Once you’ve 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 efficient way (and by the way, public investors care greatly about that), until the late ’90s, at that point when you’re 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 we’re seeing is, it’s so unattractive to go that route because it’s daunting to go public. Instead, you take your hands off 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 fluctuating market conditions, making startup companies worth more as an acquired division of a larger firm than as an independent entity.4 | ReadWriteWeb | Growing Your Business In The Modern Economy: 6 VCs Weigh In

IPOs, Growth and ProfitabilityThe dearth of IPOs is not necessarily a bad sign for startups, however. A March 2012 study paints a clearpicture of a Grand Canyon-sized gap between new IPOs and profitability.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, 2012Produced by professors from the University of Florida and two leading Hong Kong universities, thestudy is the basis for the chart above, which compares two groups of companies: U.S. firms with lessthan $250 million in annual sales within three years of their IPO (lighter), and more seasoned U.S.firms 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 reportedpositive earnings per share in the given year. While the trend is down for both groups over time,it’s very clear that happens well beyond the first three years of life — that companies do not showearnings growth out of the IPO gate. ReadWriteWeb | Growing Your Business In The Modern Economy: 6 VCs Weigh In | 5

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 confluence of factors have been creating a perfect storm, changing how startups are formed and funded: 1 2 The emergence of new crowdfunding sources — A new and sometimes chaotic force, capital funds that are usually somewhat smaller sometimes dubbed discovery effects channels, than VC funds, pooled together through small but more commonly known as app stores. investments via a website or social network. These channels help developers quickly and These new funds are making smaller amounts of cheaply deploy new applications to dynamic seed money available, enabling the formation of and thriving platforms and markets on a global larger numbers of smaller startups. scale. 3 4 The passage of a law creating a new classification A turbulent global economy — pockmarked by for U.S. startups: emerging growth companies — European bailouts, the Japanese tsunami, conflict firms in the first five years of existence with less in Syria and the Middle East and the continued than $1 billion of annual revenue. The JOBS Act, fallout from the banking and mortgage crises signed into law in April 2012, entitles EGCs to in the U.S.—is turning institutional investors’ relaxed regulation and reporting requirements, attention away from startups. reducing the cost of going public. Just since 2009, the very definition 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.6 | ReadWriteWeb | Growing Your Business In The Modern Economy: 6 VCs Weigh In

Case in Point: OmnitureDuring the mid 2000s, Kate Mitchell’s ScaleVP colleague Rory O’Driscoll was on the board of directorsfor Omniture, a social/mobile Web analytics platform. Omniture was founded in 1996, while its keycompetition during O’Driscoll’s tenure, WebSideStory, was founded in 2002.While WebSideStory went public in 2004, Omniture opted to remain private, raising capital throughScaleVP and other sources. But even though WebSideStory started out with four times Omniture’sannual revenues, by 2007 Omniture’s growth rate during the four-year period was about 2,200%, whileWebSideStory’s was only 400%. Omniture’s growth was not steady, however — it accrued net lossesbefore regaining strong profitability in 2007. WebSideStory found itself being acquired by Omniture(now known as Adobe Digital Marketing Suite) in 2007. Writes O’Driscoll, “The value was created by theaggressive winner. Fortunately for me, this time, I was on the winning team.” Omniture’s story breaksthe illusion that only newer, smaller companies have bigger growth numbers.ANNUAL REVENUES COMPARISON 2002 - 2007 (MILLIONS) 2002 2003 2004 2005 2006 2007Omniture 2 9 21 43 80 143WebSideStory 14 16 23 39 55 n/aOmni./WSS size ratio 27% 53% 91% 109% 145%Source: Rory O’Driscoll, Scale Venture PartnersA Longer-Term Perspective on GrowthThe common wisdom that growth happens only during the emerging years of a company’s existencehas 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 first five years. Afterfive years is up, companies are no longer considered “emerging,” but Foundry Group’s Brad Feld pointsout 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. I’m focused on a time frame of a decade or more, and I think most entrepreneurs are, as well. ReadWriteWeb | Growing Your Business In The Modern Economy: 6 VCs Weigh In | 7

The statement that it’s common knowledge that a growth path that leads to M&A is by definition short-term, doesn’t seem right to me at all. I don’t 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, it’s unlikely that they’ll 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 — that’s something that’s always going to be interesting, and at least worth considering. Note the causality: The entrepreneurs don’t set out to build something that gets bought quickly. They set out to build something significant, and that attracts someone’s attention. Feld notes M&A events can occur at any time in a company’s 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 it’s 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 sufficient 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 different 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 is8 | ReadWriteWeb | Growing Your Business In The Modern Economy: 6 VCs Weigh In

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.It’s not just the rate of growth that’s variable. So is the right way to measure growth. The rise of appstores can make that even more important. John Lilly, Greylock Partners App stores are essentially PR and discovery effects. A network effect means that a product becomes more valuable to me if I convince others to use it as well — that’s what generates real growth. So you need to nurture the products, the team, and yes, [the customer base] to figure out the most natural ways of building a working business on top of it. That’s the same as it ever was. What we look for in consumer Internet companies are products that people love, and that have natural (network effect-oriented) distribution strengths. On the modern consumer Internet, we’ve 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. It’s incredible. What we look for is growth that has network effects… but also has tons of highly engaged early adopters.And sometimes, VCs look at growth not by the numbers, but in terms of people andattitudes 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. You’re 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 don’t 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, they’ll design themselves from the first 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 first day they start. ReadWriteWeb | Growing Your Business In The Modern Economy: 6 VCs Weigh In | 9

Case in Point: Zaarly Bullpen’s 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 firms that can rescue parties and get-togethers by rapidly acquiring and delivering party goods. (Literally, “Help, we’ve run out of hors d’oeuvres!”) 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 isn’t about delivering technology, but rather delivering service — on a level so local that customers can’t 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 five-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 first round of institutional funding for a startup — called Series A — totaled an average of $5 million. That’s what a firm required just to experiment with whatever technology it wanted to try and see if it was viable.10 | ReadWriteWeb | Growing Your Business In The Modern Economy: 6 VCs Weigh In

Today, says Davidson, the funding rounds may look a bit more like this:TYPICAL FUNDING ROUNDS FOR U.S. STARTUPSIncubator round $ 50,000Accelerator round 250,000Seed fund round 1,000,000Super-angel round (Bullpen) 2,250,000“Series A” 5,000,000+Source: Duncan Davidson, Bullpen Capital Duncan Davidson, Bullpen Capital I think the JOBS Act may accelerate a trend toward the democratization of entrepreneurship, funding things that normally wouldn’t be venture-fundable, but are quite worthy of becoming businesses. They may be businesses of a different sort — they’re not really on a track to go public or have Zynga-like growth. They’re trying to create really nice businesses for people who can’t get a job to create a job and join the revolution... What’s happened in the last decade, the cost of launching an Internet product — forget other technologies, let’s focus on Internet — has dropped from $5 million to $500,000 in 2005, to $50,000 today. Two orders of magnitude! That’s 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 there’s 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 flow idea for a small company for you, sir or ma’am, but it probably isn’t a big enough company to get behind, where you can picture people sitting in the headquarters building. It’s a nice idea probably for you to pursue on your own. It’s not really a company; it’s something smaller than that.” ReadWriteWeb | Growing Your Business In The Modern Economy: 6 VCs Weigh In | 11

The JOBS Act and the New Endgame Will the JOBS Act really lead to more IPOs? Redpoint Ventures’ Satish Dharmaraj believes the JOBS Act’s 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 startup’s existing shareholders to register themselves as dealers or brokers before making a secondary sale of their shares. It’s 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. There’s 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 doesn’t faze these guys. Then there’s a majority of entrepreneurs who will take a great M&A offer if the multiples are right —and investors will like it as well, if the multiples are right. So in my mind, the JOBS Act doesn’t materially affect 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 aren’t 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 don’t have the option of being an independent company, it will be reflected in the price any acquirer might pay... I don’t think the JOBS Act changes how top-tier venture capitalists will look at investing [and] at company-building. John Lilly, Greylock Partners I don’t think the JOBS Act has any effect 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 — that’s all fundamentals-type stuff, it’s the same in every era.12 | ReadWriteWeb | Growing Your Business In The Modern Economy: 6 VCs Weigh In

Case in Point: BeachMintScale Venture Partners looks for companies that can demonstrate continued progress with their keymetrics. One company whose evolution it helped accelerate is BeachMint —a fashion e-commerce sitewith an innovative customer curation model.Imagine a store that sells itself like a magazine — or, from the other direction, Vogue if it were astorefront. Customers subscribe to BeachMint, which means they actually contribute to the cost ofcustomer acquisition. And the company keeps customers active and involved with one another thesame way fashion magazines attract readers, by bringing in celebrities to serve as models for themerchandise and the faces for the store. As a retailer, BeachMint collects more valuable informationabout its customers — information that it can put to use in spinning new boutiques like JewelMintand ShoeMint.It’s not so much a disruptive business model as a collective one: taking the best ideas from whatworked in the past, and fusing the parts together in a new and innovative way. ReadWriteWeb | Growing Your Business In The Modern Economy: 6 VCs Weigh In | 13

The Takeaways Balancing growth and risk in the new economy isn’t easy for anyone, and it’s 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 that’s not bad — at least, not any more. There’s now a defined growth path for big businesses that multiply small ideas and distribute them over wide territories. You don’t have to wait until your idea is big enough to deserve a $5 million investment. 2. YOUR OBJECTIVE AND YOUR FUNDER’S 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 doesn’t have to mean the end of your involvement with your company — you don’t have to exit just because the VC does. 3. GROWTH CAN, AND OFTEN DOES, START SLOW. The typical growth path, where a business takes off like a rocket and slows to cruising speed upon its maturity, isn’t always realistic today. Sometimes growth peaks when a company has moved beyond its startup phase. 4. TAKE GOOD ADVICE, SEEK VALUABLE COUNSEL, BUT DON’T OUTSOURCE YOUR WISDOM. Prospective sources of capital are looking for folks who can learn from their mistakes in the early going. They’re looking for companies that recognize and repeat their successes, and that recognize failures fast and nip them in the bud. 5. THERE’S 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 — that’s the level of disruption you want.14 | ReadWriteWeb | Growing Your Business In The Modern Economy: 6 VCs Weigh In

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

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