Just how entrepreneur friendly is New York?

I know that we are all bored with the perennial comparisons between the Valley and New England in which New England inevitably appears as the landof the hide-bound and the home of the risk adverse.  The fact that we are all bored with the discussion does not however address the merits of the claim.  It just blinds us to the looming consequence: New England, already only half the size of the Valley by many measures, will lose further ground as exciting start-ups from the Valley (and New York, but we will get to that in a minute) continue to make their mark and investor money drifts (or perhaps races) towards perceived greener pastures.

I finally got around to my quarterly comparison of deal terms published by our firm, Fenwick (a Valley based firm that reports on transactions in the Valley) and Cooley (a firm with many offices that reports on transactions handled by it).

And here of New York:  No one that I am aware of reports on New York transactions.  But, starting with Q1 o f 2012, we will, because we are doing increasing amounts of emerging company work there.

So here is part 1 of my thesis:  I expect that terms will be most favorable to entrepreneurs in the Valley, least favorable in New England and somewhere in between for the rest.  Of course, I think that the “somewhere in between” number will include Cooley’s New England transactions (which will have the effect of making them generally seem less favorable to entrepreneurs).  We should all note that Cooley feels compelled (at least in some instances) to report numbers for Northern California separately from the others.

So, without further fanfare, below is the table that compares certain of the deal terms reported on by the three firms for Q4 of 2011.

 

Fourth Quarter 2011 Transaction Terms

 

 

Foley Hoag

Fenwick

Cooley

 

Series A

Series B and Later

 

Northern Cal

Other

Cumulative Dividends

47%

69%

4%

6%

24%

Participating Preferred

47%

25%

31%

21%

24%

Redemption

41%

78%

9%

13%

46%

Pay to Play

18%

17%

5%

2%

1%

 

Of course I knew what the chart would say before I made the prediction, so no surprise that it supports my thesis.

Here, however, is part 2 of my thesis:  When we start reporting on New York separately (which we will be doing starting with a Q1, 2012 report – to come out soon), it will show that terms in New York are far closer to those in the Valley than to those in New England.  Now I don’t’ know the answer to that question, but we are doing the research now and will have an answer soon.

Keep in mind that New York has gone from nowhere just a few years ago to equaling (or passing by some measures) New England.  Could it be that NYC is just a friendlier place for entrepreneurs than New England?

Heads or tails: Does it make sense to bet on down rounds?

I was doing some data mining in our database of New England venture transactions (see Foley Hoag Venture Perspectives) for reasons completely unrelated to the topic I am about to address and inadvertently stumbled on this topic.  Let me start by saying that we are all prisoners of our own experience.  Probably there are people out there with a different experience, but in my experience down rounds happen because companies have started a downward spiral and it is just a matter of time and a certain amount of swirling before they get flushed by their investors.

It does not seem to matter what the articulated reason for the loss of valuation – market conditions, ineffective management, too early to market, too late to market, technology challenges, long adoption cycles, etc. – in each case one down round leads to another.  With each successive down round the common holders (and option holders) become more and more diluted and demoralized.  Key players start to leave.  Vendors are not paid and they put the company on COD terms.  These things all slow product development and sales and also harm morale.  Eventually the CEO is replaced (perhaps the entire team) and the new team is faced with the almost impossible task of bringing Lazarus back from the dead.

If this observation is really true, even in just a majority of cases, why would anyone ever invest in a down round?  The investor would simply be throwing good money after bad. 

There seem to me to be a lot of reasons potentially at play:  The original investment thesis still seems good.  Investors and management (let alone founders) remain enamoured of the business.  Investors are not eager to admit to their limited partners that a mere 12 months or so after they put a large wad of cash into the business there is a total write off.  Investors are afraid that the next guy will pull off a miracle and make the business a success as a result of which they will look like they bailed too soon.

Well, here are some facts.  We sorted our database of venture capital transactions in New England  first by searching for companies that had follow on rounds since 2008.  We then looked at the follow on rounds to determine how many were up and how many were down.  About 71% were up and the other 29% were down.  We then searched the down rounds to see which ones had a subsequent round of financing (13%, as opposed to 49% of the up rounds).  Out of the financings that followed a down round, 30% were up, 15% were down, and the rest (55%) were even. On average the “up” rounds were up by about 56% from the down round price. 

While the sample size is relatively small, the data shows that down rounds are much less likely to be followed by another round of financing, at least within the 2-year period we’re looking at. If they are followed by another round, there’s a good chance (85%, according to our data) that it will be an even or up round.

 Assuming you made equal bets across all down rounds and only 4% of the down rounds had follow on up rounds, that 4% would have to return a lot more than 56% you to break even on the portfolio portfolion of down round securities. 

Now, among other things, this analysis does not account for (1) the possibility that some of the up rounds will improve even further over time or that some of the down rounds will return something, (2) the time value of money, or (3) a host of other factors that are of lesser importance but not of no importance.  Nonetheless, it does suggest that investors would be far better off betting on the flip of a coin than on a down round.

Q1 venture activity levels and what will Q2 show?

It has been a long time since I wrote a blog post.  In part, I just ran out of steam.  In part, I have been running non-stop since May.  Why?  Because business has picked up in a major way.  Since May the pace of financings and exits has picked up in a very noticeable way.  So, here is a prediction, when I write the comparison of Q2 deals published by by Foley Hoag, Fenwick, it will show a major jump from the Q1 numbers.

Here is what my partner, Dave Pierson, had to say about Q1 activity, “The total number of New England Series A transactions dropped 46% from Q4 …. The total number of New Englsnd Series B and Later round transactions during Q1 decreased 21% from Q4…”

Fenwick had similar observations.  Fenwick had this to say, “Venture capitalists invested $6.4 billion in 661 deals in the U.S. in 1Q11, compared to $7.6 billion in 735 deals reported in January 2011 for 4Q10, according to Dow Jones VentureSource (“VentureSource”). Although this represents a 16% decline in dollars and a 10% decline in deal volume from 4Q10, the 1Q11 results were generally flat with the average of $6.6 billion raised per quarter in 2010.”

All I can say is that either Foley Hoag is lucky or the venture world took off in Q2.

Here is the open question, given the turmoil in the public markets, will I have written plenty of new posts and be lamenting the amount of time available for such pursuits?

Without further adieu, below is the same table I produce each quarter.  This is, of course, a table reflecting Q1 activity.

Term

Foley Hoag New England Series A

Foley Hoag New England Series B and Later

Fenwick Silicon Valley All Series

Cumulative Dividends

42%

52%

8%

Preference with Participation

42%

35%

43%

Redemption

85%

82%

20%

Pay to Play

15%

40%

5%

 

There is no surprise in these numbers.  They have followed a consistent pattern from quarter to quarter for as long as I have been tracking them.  Note the greater frequency of dividends and redemption provisions in New England deals.  Having wondered about why there is not convergence on terms, given that so many of the leading venture firms do deals on both coasts and having asked a number of people in the business about it, I have come to the conclusion that it the divergence in these terms reflects a basic cultural bias.  New England just has more of a lender mentality than the Valley.

February 2011 Issue

Quarterly and Annual Review of Series A Financings and Series B/Later Round Financings: Q4 and Year 2010

Nov 2010 Issue

Quarterly Review of Series A Financings and Series B and Later Round Financings: Third Quarter 2010

May 2010 Issue

Quarterly Review of Venture Capital Financings: First Quarter 2010