Tag Archives: Equity

How much Equity Universities take in Start-ups from IP Licensing?

How much equity universities take in start-ups for a license of intellectual property? It is sometimes not to say often a hot topic and information is not easy to obtain. However there are some standards or common practice. I have already published posts on the topic: University licensing to start-ups in May 2010 followed by a Part 2 in June 2010.

To oversimplify, I used to say that the license was made of 3 components:
– first, universities take about 5% post-series A (a few million $) or similarly about 10% at creation (investors often take half of the company at round A,)
– second, there is also a royalty based on sales of products using the licensed technology, about 2% but the range might be 0.5% to 5%. A minimum yearly amount is usually asked for, like $10k or more.
– third, a small but important detail: start-ups pay for the maintenance of the IP from the date of the license.

I decided to look at data again through the S-1 documents, which start-ups write when they prepare their Initial Public Offering (IPO), usually on Nasdaq. I found about 30 examples of academic spin-offs which gave details about the IP license. Here is the result.

University-licenses-data
(Click on picture to enlarge)

A couple of comments:
This was not an easy exercise and I would not claim it is mistake-free. You should read it as indicative only, hopefully it is mostly accurate! Assuming the data is accurate, universities own about
– 10% at creation or
– 5% post–series A (average: $5M)
– Universities keep a 1-2% equity stake at exit,
– Worth a few $M (Median is $1M)
With an average of $70M VC investment and market value in the $1B range (Median is $300M)
(Median values are as important as Averages).
Royalties are in the 1-4% range.
All this is consistent with information given in my prior posts!

You can also check the following Slideshare document

Why was Netscape a weird example (to me) of Equity Sharing between Founders

netscape_logo

CLARK ANDREESSEN
Marc Andreessen and Jim Clark, the founders of Netscape

You may not know I owe a lot to Nesheim’s High Tech Start Up, which cap. tables I took inspiration from. If you do not know Nesheim’s, let me just quote Steve Blank’s in his bibliography for 4 steps to the Epiphany: “High Tech Start Up is the gold standard of the nuts and bolts of all the financing stages from venture capital to IPOs”.

There was one such cap. table which was striking to me and I never mentioned it until now. Here it is now scanned from Nesheim’s book. I did not ask for authorization but I hope not to get in trouble!

Netscape-Nesheim
Click on picture to enlarge

Do you see why I found it striking? If not have a look again. If not again, follow me for a few minutes. I decided to look for Netscape IPO prospectus, which I could find in two formats, an html IPO prospectus on the Internet archive as well as a pdf S-1 filing document. They give slightly different data, but I could build my own table as follows.

Netscape-captable
Click on picture to enlarge

And now? Well I had never understood why the two founders, James Clark and Marc Andreessen could have such a different amount of equity. How could it be a 10x difference even if James Clark was a more experienced entrepreneur (he was a former Stanford professor and co-founder of Silicon Graphics) and Marc Andreessen had no experience but was the author of Mosaic, the predecessor of Netscape as a browser. (Netscape is a sad illustration of bad relationships between a university – the University of Illinois – where a technology was developed and entrepreneurs, but this is another story.)

Well I found the answer thanks to the two documents: Jim Clark was
– first, a co-founder and both founders had 720’000 founders’ shares and
– second, a business angel: he invested $3M in the series A and then $1.1M in the series B. He got the equivalent of 9M commmon shares for his investment.

This comforts me in the general explanation I usually give about sharing equity between founders and then investors, managers, employees as you may see in Equity split in start-ups or on Slideshare. First founders split equity based on their non-cash contributions, then investments are taken into account.

After Neolane and Criteo, Supercell is the new European Success story

I had heard about Supercell first last year, then again two weeks ago, and then again yesterday. Each time, it’s when I interacted with Finnish people, who were right to be proud of their new jewel! Supercell is the latest Finnish, therefore European success story. I had mentioned Neolane (because of its $600M acquisition by Adobe) then Criteo (which just filed to go public on Nasdaq) earlier this year, both are French and software companies. Supercell is the third high-profile start-up making the news in 2013. It is developing games just like Rovio or Mojang, two other Scandinavian start-ups.

Supercell-team

Supercell has a meteoritic history: founded in 2010, it raised $12M in 2011, $120M 6 months ago and Softbank just acquired the majority of the company this month for $1.5B. More with my usual cap. table below. (In fact the reason I was told about the Softbank deal is because my Finnish friend had liked my new update of cap. tables data on Slideshare!)

Supercell is not so much interesting for the transactions than for its unusual (for Europe) history. It was founded by serial Finnish entrepreneurs. They have an interesting organization: people work in small teams, typically 5 people, called cells therefore the name Supercell. (This reminds me of similar structures at Apple and Google). They are very demanding with the game quality so that they launch a very small number of their developments. They celebrate failure (a stopped development) with Champagne where as they celebrate a launch with beer!

They revenues and profits are also meteoritic; just have a look at the revenue table below. Interestinggly enough Mojang is similar. “The success has turned Mojang into an overnight sensation in a matter of a few years, pulling in $90 million in profit last year on $235 million in revenue.”

Supercell cap table

Twitter discloses numbers through SEC filing

Twitter finally published its S-1 document. In 2011, I had tried to make a tentative assessment in my post, If Twitter was going public, some far-fetched assumptions.

You can compare the cap. table below to the one in the post (click on the picture to enlarge image). Of course there were missing data and there are still some today. The investors shares are not described in detail. I do not have the shares of one of the founders, Biz Stone, but only those of Jack Dorsey and Evan Williams. I plan to update info when I have more. (A small detail: series A was probably $100k and not $76k for example.) Enjoy and react!

twitter-captable-2013
click on picture to enlarge

Criteo files to go public

The latest French success story, Criteo, just filed to go public on Nasdaq. You can find all the details in the SEC F-1 document. I had tried to build Criteo’s cap. table, one of my favorite exercises, in What’s Criteo worth?

Criteo-Founders

I was not too far from the truth. The numbers are different because there was a 2-for-5 stock split and probably other little things, I consider minor. You will see my cap. table again at the end (figure 3), but first here are Criteo’s impressive numbers (profit & loss – figure 1) as well as the current shareholder structure (figure2):

Criteo-P&L
Figure 1 – Criteo’s P&L – click on picture to enlarge

Criteo-Owners
Figure 2 – Criteo’s main shareholders – click on picture to enlarge

Criteo-CapTable
Figure 3- Criteo’s “old” cap. table – click on picture to enlarge

Slicing Pie – Part 3 (or How Startup Funding Works)

A colleague of mine at EPFL just mentioned a new nice infographics about sharing equity in a start-up: How Startup Funding Works. It has apparently its roots with famous entrepreneur Paul Graham. It could be indeed based on his essay written in 2005. Nice piece of vizualizing. Thanks Sanna 🙂

So following many posts about equity splitting including the one about the nice book Slicing the Pie, here is the visual solution.

how-startup-funding-works_51db987f390b4

Neolane, the latest French success story

France is often criticized for its apparent weakness in entrepreneurship and of its start-ups, but it is clear that the reality is not as negative as the perception; Kelkoo in the past, Criteo probably in a few months as well Deezer. And last week Neolane. I hear the critics say: “Yes, but this is the web.” It would mean you forget Parrot, Soitec, Envivio, Sequans Ymagis, Qualys, Inside… France is quite impressive (at the European level) for its start-up scene.

Neolane is the story of three friends who met at Centrale (one of the top French engineering schools). They co-founded a first start-up just out of school, which they sold before the Internet was really born. They launched a new one, Neolane, in 2001, with the support of Auriga Partners in 2002. Neolane raised more than €15M before being acquired last week by Adobe for €460M. It should not be very far from the largest M&A value of a French start-up. Again the acquirer is from the USA, as it is mostly the case with start-up acquisitions. Let us hope the jobs will not disappear, but it is certainly good news for France and Europe to enjoy such success. And sincere congratulations to my friends at Auriga Partners (I am not sure if they will appreciate or not this article…) Comments welcome!

neolane-founders
The founders of Neolane. From left to right, Benoît Gourdon, (Director of Operations for Europe), Stephen Dietrich (President of North America), Stephane Dehoche (CEO) and Thomas Boudalier (CTO).

As you can imagine if you know my blog, I had to build the capitalization table. I decided to focus here on the VC returns, i.e. both multiples on the investments and IRR. This is an interesting exercise as they were many rounds including partial sales. I have always been confused by the difference between multiples and IRRs. Multiples are what matters but IRRs also count as a relative measure of return (if compares with other assets).

neolane-vc-returns

NB: all data come from French register of commerce. Some numbers were missing so it is a best effort exercise and it was not the easiest I had to do…

neolane-captable2

Tumblr acquisition and shareholding

Tumblr made the news these past days, and some discussions about how much the investors, founder and employees made were quite passionate as you may read from Fred Wilson reactions. We may discuss a long time about why Yahoo bought a 26-year old kid company, as could be done with Instagram (see my pots from April 2012), but the point is that there’s been a continuous flow of such stories for decades in Silicon Valley.

david-karp-tumblr
26-year old David Karp, founder & CEO of Tumblr.

Indeed I added to my usual cap. tables some numbers on multiple returns and ROIs (return on investment). I do not have exactly the same “huge” numbers that were at the origin of the angry exchanges, but I might be wrong… Now there were two different pieces of info, so I put two cap. tables which are not that different. One gives investor data per round, the other one per specific fund.

Tumblr-CapTable1
Click on picture to enlarge.

Tumblr-CapTable2
Click on picture to enlarge.

What’s Criteo worth?

Criteo is the latest European story. Not yet, some may say, but its numbers are impressive. How do I know? Well in France the Register of Commerce provides a lot of data if you are prepared to pay a small fee (about €10 per document you download). It is possible to know about the rounds of financing, about the revenues, about the founders. It was not as easy as I imagined and maybe I should have bought more documents. (The revenues are not what I had read, stockholders’ shares is probably not accurate as things may be missing. But it looks good enough to me.)

I also know people involved do not always like such publications. Wealth, money is still a taboo, in France particularly. What is important is the message of value creation that entrepreneurs and their investors contribute to create for others. As I copied from the Slicing Pie recently: “Entrepreneurs give security to other people; they are the generators of social welfare. The country needs entrepreneurs, the world needs entrepreneurs. Without them not much would happen. In spite of the exciting life and important role of entrepreneurs, most people never become entrepreneurs. To most people, life is too risky. Most people can’t handle the ambiguity. Most people are afraid of failure. Every entrepreneur fails more often than they succeed.”

So I publish here again, one of my favorite tools, the capitalization table of Criteo with its rounds of financing (€47M raised), its revenues (at least €74M in 2011), its investors and its founders. But the wealth is virtual, it corresponds to a €15 price per share, more than 3 times the price paid by the series D investors…

I do not think Criteo’s journey was easy and simple. When I first heard of the company, it was developing recommendation systems, not ‘personalized retargeting’. It had Plan B related Pivot. So here it is and my apologies for inaccuracies / frustrations.

Criteo-CapTable

Here are some more references.
Criteo Nabs $40 Million in Funding at $800 Million Valuation
Criteo Hires Bank for Imminent IPO

This last article mentions the IPO of Marin, which I had followed too. The comparison is interesting…

Marin-CapTable

Slicing Pie (how to fairly split equity) – Part 2

Following my recent post (part 1), here is what I keep from the book without giving all details. Moyer probably needs to sell a few copies!

slicing-pie-funding-your-company-without-funds-mike-moyer-paperback-cover-art

Moyer introduces the Grunt Fund as a mechanism to allocate equity between founders. He is using the classical metrics I have used in the past (again see Equity Splits in Start-ups) but he adds one interesting point: a dynamic allocation based on future contributions such as time and cash, weighted with your value (reputation, experience, etc). His process is simple:
– Appoint a Leader
– Assign a theoretical value to the ingredients provided by the various Grunts.
– Keep track of the contributions and calculate the possible equity whenever you need based on the relative contributions by each Grunt.

A Grunt Fund makes some people uneasy. They like to know what they’re getting into and they like the I’s dotted and the T’s crossed. That’s fine. If this is you, then don’t use a Grunt Fund – get a job instead. [Page 50] Then be careful about who and what you need. It’s up to you to decide what you need, but be fair!

Moyer mentions on the following page Noam Wasserman’s The Founder’s Dilemma (which I have not read) as a theoritical validation of his approach.

Without entering too much detail, Moyer gives value to time (2x what would a normal salary be) and cash (4x the actual amount). This is subjective. The critical element is that all Grunts agree with the rules. It can change from one company to the other… “Remember, you need to compensate them for not only the work they did, but also for the risk they take.” [Page 64]

When it comes to ideas or intellectual property, Moyer has principles I am quite close to: “Don’t get me wrong, ideas are critical to a business’ success. But turning the idea into a reality is where the value is built, not in coming up with the idea in the first place.” [Page 82]

Sometimes you will need to remove someone. There are 3 possibilities:
– he/she resigns without cause. You need to reduce his slice;
– you terminate him/her without cause. The slice should be kept;
– you terminate with cause. He/she may lose the slice.
[Chapter 5 + Pages 141-145]

The Grunt Fund is for the early days only. When do you stop using it? When you have a predictable business model, or when you have raised $1M. [Page 114]

As a conclusion (and Moyer mentions it many times), “a Grunt Fund is a moral contract, not a legal contract. It tells us how to treat each other fairly. […] A Grunt Fund is the foundation of a trusting relationship.” [Pages 121-122]