Several years ago, I wrote a post titled Why VCs Should Recycle Their Management Fees.
From the start of Foundry Group in 2007, we have felt strongly about this. We feel that if an LP gives us a $1 to invest, we should invest at least that $1, not $0.85 (the average fee load over a decade for a typical VC fund is 15%.) Our goal for each fund is actually to invest closer to 110%, which means if an LP gives us a $1 to invest, we are actually investing $1.10.
Our long-time friends and LPs at Greenspring recently wrote a great post titled Creating GP-LP Alignment: Why Terms Matter. The post specifically discussed three items: Management Fees, Recycling, and Carried Interest.
The entire post is worth reading, but I especially liked their section on Recycling which includes a handy chart showing that recycling means that you only need to generate a 3.65x gross multiple to achieve a 3.00x net multiple to your LPs, vs. a 4.10x gross multiple if you don’t recycle. The section from their post follows:
In addition to management fees, the process of reinvesting realized proceeds into new investments, or recycling, can also meaningfully impact net returns and alignment. While management fees cut into the dollars available for investment, recycling can have the opposite effect, increasing the investable pool of capital while offsetting a proportion of management fees. To illustrate this point, we revisit our $100 million fund example, and in this case show how recycling $15 million, equivalent to the fund’s management fee, positively impacts the fund.
The fund that chooses to recycle fees requires a 3.65x gross multiple to achieve a 3.00x net multiple, whereas the fund that does not recycle proceeds to offset management fees requires a 4.10x gross multiple to achieve a 3.00x target net multiple. As long as re-invested capital is prudently deployed into opportunities capable of generating strong results, recycling is an impactful way for GPs to increase net returns, which ultimately benefits investors and themselves.
Now, imagine if you recycled 110%. Your investable capital would be $110m. You now require a 3.45x gross multiple to achieve a 3.00x multiple. Plus, as a bonus, you get $56m of carry (vs. $50m of carry in the case where you don’t recycle proceeds.)
Many fund agreements, including ours, require us to pay back all fees and expenses before taking carried interest. We think this is another element of GP-LP alignment and have supported this from our first fund. As a result, if you recycle at least 100%, it is more realistic to think of your management fee as a risk-free, interest-free loan against future carried interest, instead of additional compensation.
As a result, our goal is to generate as much of a return on the dollars invested, and get as many dollars invested as we can in each fund. Recycling allows us to do this and brings the gross and net returns closer together, reducing the spread to the carried interest from profits on investments.
While many GPs focus on their gross numbers, in the end the only numbers that really matter to LPs over time are the net multiples.
That’s worth remembering.
I’m a recent conversation with Eric Paley, he gave me an amazingly wonderful analogy for how the career of a VC unfolds. He said:
“Being a VC is like taking a walk from Boston to San Francisco”
I’d never heard that before so I said: “tell me more.” He went on an awesome ramble, which I’ll try to capture below.
You start out on a sunny day in Boston. You put on your new, clean walking shoes. It’s just walking. It’s fun, fresh, and exciting. It’s a new experience, with lots of hopes and expectations in front of you. You get tons of support and encouragement from all of your friends. You meet plenty of new and interesting people. It’s just walking.
After a few days, you feel like you are getting into a rhythm. You feel you are good at this. It’s still easy and exciting, but now you know what to expect each day.
At some point, you find yourself in the middle of Ohio. It’s raining. Your shoes are worn out. You’ve got blisters and a sore ankle. Your backpack smells – a lot. While it’s still just walking, it’s not much fun anymore. But you grind through it, buoyed by the occasional sunny day, even though it’s now cold outside.
By the time you get to Chicago, you can’t remember why you are walking San Francisco. But you keep walking.
I’ve been doing this for 25 years. While it’s just walking, I’ve crisscrossed the country a bunch of times. And I keep walking.
In addition to our own funds, we are investors in a number of other early-stage VC funds as part of our Foundry Group Next strategy. Yesterday, in one of the quarterly updates that we get, I saw the following paragraph.
“Historically, the $10 million valuation mark has been somewhat of a ceiling for seed stage startups. But so far this year, we’ve seen that a number of companies, often times with nothing more than a team and a Powerpoint presentation, have had great success raising capital north of that $10 million level. Furthermore, round sizes continue to tick up, with many seed rounds now in the $2.5 million to $4.0 million range.”
We are seeing this also and have been talking about it internally, so it prompted me to say something about it.
I view this is a significant negative indicator.
It has happened only one other time in my investing career – in 1999. I remember when, in a period of about six months, the ceiling on seed financings vanished. It wasn’t the uncapped note phenomenon (which seems to have come and gone for the most part), but instead, it was seed rounds of $5m – $10m at $40m pre-money.
In some cases, these rounds were with experienced founders who had previously had a success and could dictate terms. VCs rationalized it as “skipping the seed round” even though there literally was nothing to show yet except an idea.
In this six month period, the need for an experienced founder vanished. Suddenly every company was raising a seed financing of at least $5m, regardless of the experience of the team. In many cases, these rounds were pre-vaporware – just an assertion about what business they were going to create.
For anyone that remembers 2000-2003, this obviously ended badly. By 2002 investments at the seed level had evaporated (there were almost no seed financings happening). In 2003 the angels started to reappear (some of the best angel deals of all time were done between 2004 and 2007) and the super angel language started to be used around 2007.
All the experienced finance people I know talk regularly about cycles. If you believe in cycles, this one feels pretty predictable. Of course, there is an opportunity in every part of the cycle. But, be careful out there.
Recently, Beezer Clarkson at Saphirre Ventures wrote a post titled Raising A Fund? 9 Questions That Help Get You To GP/LP Fit. If you are a GP raising a fund, you should go read this post right now. In it, Beezer goes through, in depth, the top questions she recommends you ask an LP to determine GP/LP fit.
Seriously, go read Beezer’s post.
There’s an interesting graph in the post, which shows that a typical LP is going to add less than five new managers a year to their portfolio (and, on average, only two or three.) While an LP takes a lot of meetings, they don’t do a lot of investments.
GPs – does that sound familiar?
One of the things humans are bad at is remembering the past and incorporating the lessons they learned from difficult experiences. I’m sure there’s a philosophical word for this, but I’ve now heard the phrase “this time it is different” so many times that it doesn’t register with me as a valid input.
I woke up this morning to Howard Lindzon’s post R.I.P Good Times (Said Sequoia in October, 2008) and Nobody Knows Anything pointing to David Frankel’s tweet:
— David Frankel (@dafrankel) May 15, 2018
All of this ultimately led to me reviewing Sequoia’s classic slide deck from 2008.
I remember reading it in 2008. We were about a year into our first Foundry Group fund, which we raised in 2007. That now feels like a very long time ago.
I encourage everyone to review the deck. It would be awesome if an economist (Ian Hathaway, are you out there?) made a new deck with an update to 4 through 38 that extended the time frame (and analysis) to 2018.
Kauffman Fellows and Techstars are once again running the Venture Deals online course.
This time it runs from May 6th to June 26th. We’ve now had over 10,000 people take the online course and have been delighted to meet or email with a bunch of them over the past few years.
If you want to learn how to be smarter than your lawyer and your venture capitalist, sign up for Venture Deals now. Yup – it’s free!
I regularly get asked by other VCs about how we do our offsites.
When we started Foundry Group in 2006, we had a very deliberate quarterly process in an effort to learn all about each other and become highly effective at working together. For the first three years, we were disciplined about the timing and process, used an outside facilitator, and always spent one night away together as a group. This was intense and rocky for the first few years, as we had to work through a lot of stuff as individuals and as a team, even though we had all been working together since the early 2000s at our prior firm.
Around 2010, as we started to feel like we had hit our stride working together as a team, we shifted from a facilitator driven model but maintained our quarterly rhythm. Recently, after adding Lindel, Moody, and Jamey to the team, we’ve shifted back to a facilitator driven model in an acknowledgment of the value of really learning each other and now becoming a highly effective team of seven, instead of four.
I think a regular offsite rhythm is critical for every VC firm of any size (including solo GPs, where the offsite can include either the whole team or a few of your key LPs and advisors.) While I’m sure there are different approaches that can work, when I reflect on almost a dozen years of our offsites, I think the approach, combined with the simplicity, has served us extremely well.
So, in case it’s useful, following is our approach to offsites.
Facilitator: For stretches of time, especially early on in our working relationships, or during any rough patches, we’ve used an outside facilitator. If you want a referral to anyone, just email me.
Close to Home: We try to avoid the offsite becoming a boondoggle. We keep it close to home and relatively modest. Many of them are either at Jason’s house, my house, or a hotel in Denver. Occasionally we’ll go to a resort in Colorado Springs (a two hour drive). Once every few years we’ll combine it with a trip somewhere (New York, Chicago) just to change the atmosphere a little, but even then, other than a fancy dinner somewhere, it’s on the modest side. But we never do offsites at the office (I mean, it’s an offsite after all.)
At least a full day: We start first thing in the morning and finish with dinner. We often spend the night together (for many years Seth, Ryan, and I had assigned bedrooms in Jason’s house.) We schedule a second day – if we end early, we have time to catch up on things, including stuff that came out of our discussion.
Rotating leadership: When there were four of us, each of us led the offsite once a year. During the stretch we are in through the end of 2018, which is using a facilitator to help us wire up the next level team of the seven of us, I’ve been the leader so there is some consistency of approach. The leader is a lightweight leader, just making sure the offsite happens with an agenda, as you’ll see in a second.
Crowdsourced agenda around two topics: Like many things in our world, we develop the agenda collaboratively and continuously. A month before the offsite, the leader shares a Google Doc with logistics and a skeleton agenda. We then fill it out, rarely exceeding a page. There are two primary segments: (1) our portfolio and (2) our relationship. By using these as the driver, we can go deep on a number of different issues, including our overall strategy. We try to keep the agenda high level and have a section called “Other Things to Discuss” which allows us to put up anything tactical on anyone’s mind. The leader curates the agenda and we finalize it the week before the offsite.
Portfolio: We have lots of different approaches to this, but it’s essentially a deep dive on a portion of the portfolio. The leader chooses the approach, which is often a brand new one, so we don’t get into stale rhythms. My historical favorite is the use of index cards with company logos on them. The leader shuffles the cards (our entire active portfolio, which is now a lot of cards) and turns them over one at a time. Whoever is on the board is not allowed to speak – they have to listen as the other partners reviews the portfolio company. Once the non-board member partners have talked about what they think is going on at the company and what we need to focus on, the board member gets to weigh in. Since our model is that everyone works on everything together, this is an incredibly insightful approach at two levels: (1) the company info and (2) our level of internal communication about the company. It also reinforces the value of being vulnerable to your partners – it’s often really hard to sit quietly and listen to the details without jumping in and trying to steer the conversation or inject your point of view into the mix. A more recent approach that I loved (that Seth came up with) is to start with a portfolio value assessment by company. We put an X-Y graph up on the wall with the Y-axis being amount of work (high to low) and the X-axis being the value to the fund of our ownership in the particular company ranging from $0 to $225m (where a company returned the fund.) We each put the index card for the company we were responsible for up on the wall in the place we think it belongs. We then discussed the entire portfolio for each fund, which generates a lot of discussion and calibration (including moving a lot of index cards around, since if we did the exercise blind, we’d all have different views.)
Ourselves: We either address the question “How Are You Doing?” (which is personal and professional, internal or with regard to others in the partnership) or do a set of facilitated exercises. We often start with a Red/Yellow/Green check-in. We orient the discussion around each person and take our time, rather than rush through updates. If there are conflicts between people, they surface quickly since we are all tuned to talk about struggles we are having, rather than focus on the awesomeness of how great our universe is. Each of us approaches this with our soul wide open – the starting point is trust, vulnerability, authenticity, and other words like that. While “How Are You Doing?” is a simple question, it opens the door wide for a variety of things, and the conversations that have ensued around one person have often generated a richness of discussion that lasts hours and often involves tears and other surprising emotions.
Obvious but important meeting rules: No phone. No email. If you have to go to the bathroom, go. We always make sure there are snacks in the room. Don’t interrupt. Listen with both ears; talk with one mouth. We build 30-minute breaks into the agenda so we can catch up, and, more importantly, breathe and stretch during the day. There’s usually a chance to exercise before dinner.
Dinner is a critical part of things: On some occasions, we have a meaty topic to discuss that we save for dinner. On others, we use it to heal our relationships and remind ourselves that even though we have plenty of conflicts and struggles, we are best friends. We usually do this in a private room somewhere so we can take the conversation wherever we want to go.
We try not to rush. We are gentle with each other, reminding ourselves that a key value of Foundry Group is brutal honesty delivered kindly. And we always remember that one’s individual truth may not be “the truth” and it’s important to be willing and able to explore what happened, or is happening, in a particular situation, instead of simply what you think happened.
Finally, we are always trying new things, so if you have stuff you do in offsites that are different, or additive, to our approach, toss them up in the comments.
Announcing the Greater Colorado Venture Fund!
I am proud to share that the Colorado Venture Capital Authority (VCA), in conjunction with the Office of Economic Growth and International Trade (OEDIT), has selected the Greater Colorado Venture Fund to steward the state’s rural venture capital allocation.
Following a competitive application process, the state will be funding an initial $9.1 million of a target $15 million venture fund to be invested in startups across 54 eligible Colorado counties. This fund will be a cornerstone in the state’s larger initiative to support entrepreneurs in smaller communities in Colorado, an effort I have been heavily involved in.
Led by Marc Nager, former CEO of Startup Weekend and UP Global (where I was on the board, now part of Techstars), the GCVF team members are already leaders in Colorado’s Rural Startup Community. Since joining the Telluride Venture Accelerator in 2016, Marc has already led many initiatives for entrepreneurs outside of the Front Range. Marc is joined by Cory Finney, the fund’s full-time Fund Director, and Jamie Finney, Venture Partner. The Finney brothers, originally from Durango, are sixth-generation Coloradans and partners at Kokopelli Capital. Together, this team is already at the center of Rural Colorado’s rising startup.
Having worked with the team throughout the application process, the GCVF’s application embraces this fund’s national spotlight, while remaining grounded in rural Colorado communities. They have earned endorsements from local leaders across the state, as well as national players such as the Kauffman Foundation, the Economic Innovation Group, Village Capital, Seth Levine and myself.
As I first documented in 2012 in my book Startup Communities, Colorado has become a leader in building entrepreneurial ecosystems. In selecting the GCVF to invest its funds, the state is showing its commitment to building healthy communities by empowering entrepreneurs first. I look forward to collaborating with the GCVF team to redefine venture capital in small and rural communities.
In my post recently titled Does VC Fund Differentiation Matter? several people commented on some variation of “people” as the key to everything.
I don’t view people as differentiation. I view them as the price of admission. Amy just walked by, read this over my shoulder, and said: “I don’t know what that means.” Hopefully, by the end of this post, it’ll be clearer …
Yesterday I talked to several VCs or entrepreneurs considering becoming a VC. I didn’t know any of them – these were random intros from different people that I knew. I didn’t have an agenda for each call. I was just curious and felt like meeting a few new people yesterday.
In each call, the person gave me their background and what they were exploring. Then they asked me a few questions. These questions were different versions of “what is your investment strategy” and “how do you decide what to fund?”
I went through my usual riff on this, which I should probably just put up on Youtube so I can point people at it rather than spend five minutes saying it over and over again. While I was doing this, a background process in my mind linked me back to the post I wrote on VC Fund Differentiation (or lack thereof). If you’ve heard this riff before, the next bit will be redundant to you.
We have a set of filters. For an early stage investment, we only invest in our themes. We only invest in the US. We don’t have to be the first money in a company, but if the company has raised more than $5m, it’s too late for us. Our goal with this filter is to say no to almost everything within 60 seconds.
Assuming something passes through this filter, we then focus on three things.
</riff>Ok – riff over.
Underlying item two and three is obviously the people. But it’s a characteristic of the people. It’s a characteristic that, at least for us, that has worked over a long period of investing.
When I was a kid, my dad used to say to me “people are the price of admission.” He meant that if I was interested in getting involved in something, I should evaluate the people first.
If we did this before applying our filter, we’d never get anything done because we’d spend too little time looking at too many things. But, by applying the filter first, we can put most of our energy into evaluating the people involved and whether they want us to be involved.
I was on the phone with an old friend last week. We were talking about a few things around a negotiation, and he said something profound.
“I just want things to be fair and reasonable.”
I loved this phrase. I learned this value from Len Fassler and Jerry Poch in 1993 when they acquired my first company. I had never bought, sold, or invested in anything up to that point. My partner Dave and I were clueless about selling our company, so it would have been easy to take advantage of us. When I reflect on the deal that Len and Jerry offered us, it was fair and reasonable. There wasn’t much of a negotiation as they knew what they were willing to pay for a business like ours. Instinctively, we knew their offer was fair and reasonable.
At the time, I struggled mightily with the offer, wanting to sell the company on Monday, Wednesday, and Friday. I didn’t want to sell on Tuesday, Thursday, or Saturday. On Sunday, I rested. Dave got very frustrated with me but hung in there. Len and Jerry didn’t change their price or the terms but said the offer was available for however long we wanted as long as our business performance didn’t change. Six months after they made the offer we accepted it.
When I reflect on this 25 years later, they were fair and reasonable. And it set the tone for all of my future deal activity, whether I an investor, a buyer, or a seller. While I’ve dealt with all styles of negotiators, complex multi-party negotiations, and circumstances around all aspects of deals, I’ve always tried to bring the concept of fair and reasonable to the table.
I don’t like the cliche “always leave some money on the table.” I don’t like approaching things as a win-lose or win-win, where the concept of win dominates. I don’t like the statement “that’s what the legal docs say” as that’s a similar cop-out to the phrase “that’s market.” I’m not a fan of histrionics, table pounding, demands, head fakes, lies, and hiding behind – well – anything.
But it doesn’t matter that I don’t like these things or am not a fan of people who lead with them in negotiations. I’ve accepted that everyone has their own style and approach, independent of how I’d like them to behave. Instead, I’d rather approach everything from a perspective of being fair and reasonable. If we can’t get to a deal, so be it. If the other party doesn’t think I’m being fair and reasonable, I’m happy to listen to their explanation why and reconsider my position.
One of the benefits of this approach, at least for me, is that I can make decisions very quickly. I don’t have to do a bunch of analysis. I don’t have to check with lawyers. I don’t have to worry about whether I’m making the right call. While I’ll obviously make some decisions that are wrong and end up with deals that don’t happen, I’ll always feel that I’ve been fair and reasonable.
I think that’s a fair and reasonable approach.