I sent an internal note to all of Acquia's 700+ employees today and decided to cross-post it to my blog because it contains a valuable lesson for any startup. One of my personal challenges — both as an Open Source evangelist/leader and entrepreneur — has been to learn to be comfortable with not being understood. Lots of people didn't believe in Open Source in Drupal's early days (and some still don't). Many people didn't believe Acquia could succeed (and some still don't). Something is radically different in software today, and the world is finally understanding and validating that some big shifts are happening. In many cases, an idea takes years to gain general acceptance. Such is the story of Drupal and Acquia. Along the way it can be difficult to deal with the naysayers and rejections. If you ever have an idea that is not understood, I want you to think of my story.
This week, Acquia got a nice mention on Techcrunch in an article written by Jake Flomenberg, a partner at Accel Partners. For those of you who don't know Accel Partners, they are one of the most prominent venture capital investors and were early investors in companies like Facebook, Dropbox, Slack, Etsy, Atlassian, Lynda.com, Kayak and more.
The article, called "The next wave in software is open adoption software", talks about how the enterprise IT stack is being redrawn atop powerful Open Source projects like MongoDB, Hadoop, Drupal and more. Included in the article is a graph that shows Acquia's place in the latest wave of change to transform the technology landscape, a place showing our opportunity is bigger than anything before as the software industry migrated from mainframes to client-server, then SaaS/PaaS and now - to what Flomenberg dubs, the age of Open Adoption Software.
It's a great article, but it isn't new to any of us per se – we have been promoting this vision since our start nine years ago and we have seen over and over again how Open Source is becoming the dominant model for how enterprises build and deliver IT. We have also shown that we are building a successful technology company using Open Source.
Why then do I feel compelled to share this article, you ask? The article marks a small but important milestone for Acquia.
We started Acquia to build a new kind of company with a new kind of business model, a new innovation model, all optimized for a new world. A world where businesses are moving most applications into the cloud, where a lot of software is becoming Open Source, where IT infrastructure is becoming a metered utility, and where data-driven services make or break business results.
We've been steadily executing on this vision; it is why we invest in Open Source (e.g. Drupal), cloud infrastructure (e.g. Acquia Cloud and Site Factory), and data-centric business tools (e.g. Acquia Lift).
In my 15+ years as an Open Source evangelist, I've argued with thousands of people who didn't believe in Open Source. In my 8+ years as an entrepreneur, I've talked to thousands of business people and dozens of investors who didn't understand or believe in Acquia's vision. Throughout the years, Tom and I have presented Acquia's vision to many investors – some have bought in and some, like Accel, have not (for various reasons). I see more and more major corporations and venture capital firms coming around to Open Source business models every day. This trend is promising for new Open Source companies; I'm proud that Acquia has been a part of clearing their path to being understood.
When former skeptics become believers, you know you are finally being understood. The Techcrunch article is a small but important milestone because it signifies that Acquia is finally starting to be understood more widely. As flattering as the Techcrunch article is, true validation doesn't come in the form of an article written by a prominent venture capitalist; it comes day-in and day-out by our continued focus and passion to grow Drupal and Acquia bit by bit, one successful customer at a time.
Building a new kind of company like we are doing with Acquia is the harder, less-traveled path, but we always believed it would be the best path for our customers, our communities, and ultimately, our world. Success starts with building a great team that not only understands what we do, but truly believes in what we do and remains undeterred in its execution. Together, we can build this new kind of company.
Founder and Project Lead, Drupal
Co-founder and Chief Technology Officer, Acquia
In my latest SXSW talk, I showed a graphic of each of the major technology giants to demonstrate how much of our user data each company owned.
I said they won't stop until they know everything about us. Microsoft just bought LinkedIn, so here is what happened:
By acquiring the world's largest professional social network, Microsoft gets immediate access to data from more than 433 million LinkedIn members. Microsoft fills out the "social graph" and "interests" circles. There is speculation over what Microsoft will do with LinkedIn over time, but here is what I think is most likely:
- With LinkedIn, Microsoft could build out its Microsoft Dynamics CRM business to reinvent the sales and marketing process, helping the company compete more directly with SalesForce.
- LinkedIn could allow Microsoft to implement a "Log in with LinkedIn" system similar to Facebook Connect. Microsoft could turn LinkedIn profiles into a cross-platform business identity to better compete with Google and Facebook.
- LinkedIn could allow Microsoft to build out Cortana, a workplace-tailored digital assistant. One scenario Microsoft referenced was walking into a meeting and getting a snapshot of each attendee based on his or her LinkedIn profile. This capability will allow Microsoft to better compete against virtual assistants like Google Now, Apple Siri and Amazon Echo.
- LinkedIn could be integrated in applications like Outlook, Skype, Office, and even Windows itself. Buying LinkedIn helps Microsoft limit how Facebook and Google are starting to get into business applications.
Data is eating the world
In the past I wrote that data, not software, is eating the world. The real value in technology comes less and less from software and more and more from data. As most businesses are moving applications into the cloud, a lot of software is becoming free, IT infrastructure is becoming a metered utility, and data is what is really makes or breaks business results. Here is one excerpt from my post: "As value shifts from software to the ability to leverage data, companies will have to rethink their businesses. In the next decade, data-driven, personalized experiences will continue to accelerate, and development efforts will shift towards using contextual data.". This statement is certainly true in Microsoft / LinkedIn's case.
If this deal shows us anything, it's about the value of user data. Microsoft paid more than $60 per registered LinkedIn user. The $26.2 billion price tag values LinkedIn at about 91 times earnings, and about 7 percent of Microsoft's market cap. This is a very bold acquisition. You could argue that this is too hefty a price tag for LinkedIn, but this deal is symbolic of Microsoft rethinking its business strategy to be more data and context-centric. Microsoft sees that the future for them is about data and I don't disagree with that. While I believe acquiring LinkedIn is a right strategic move for Microsoft, I'm torn over whether or not Microsoft overpaid for LinkedIn. Maybe we'll look back on this acquisition five years from now and find that it wasn't so crazy, after all.
As founders of startups raise money from investors, their share of the company gets "diluted". This means the percentage of the company they own gets smaller and smaller. Last month a friend asked me the following question: "What do you believe would be a good equity position as a startup founder after a Series A? I don't want to be diluted too much.". This week, another friend who is in the process of raising money asked me if he should accept certain "preferences" from his potential investors in favor of a higher valuation and less dilution.
My answer to both friends was: "Well, euh, it's complex!". Because I get asked about this regularly, I decided to write a blog post about this. In this blog post, I'll discuss the dilutive effect of (1) of multiple rounds of funding, (2) reverse vesting, (3) options pools, (4) pro-rata rights and (5) liquidation preferences.
Raising Series A
Let's assume that we have a company, and that our company raised four rounds of financing the past five years:
|Series A||Series B||Series C||Series D|
"Pre-money valuation" refers to a company's valuation before it receives outside financing, while "post-money valuation" refers to the company's value after the capital injection. So, the post-money valuation is the sum of the pre-money valuation plus the capital raised. The pre-money valuation of your company, along with the amount of capital raised will determine the founders' dilution.
If our company raises its first round of funding (Series A) with a pre-money valuation of $4 million and the Series A investors were to commit $1.3M, the company would have a post-money valuation of $5.3 million. In the example, the Series A investors would receive 25% of the company ($1.3 million is 25% of $5.3 million).
|Series A investors||25%|
In an earlier blog post, I recommended a specific formula for deciding how much to give up to an investor in each round. For consistency, this post follows that formula. I consider this formula to be an ideal scenario, and recognize that most founders will be in a situation where they have to give up much more, or even be in a situation where they want to give up more. Don't get hung up on the actual numbers used in our example.
You would think that in our example, the founders would be left with 75% of the company after raising their Series A. Unfortunately, this is not usually the case; investors will often insist that an "option pool" is created. An option pool is an amount of the startup's common stock reserved for future employees. Investors expect the employee option pool will equal 10%-20% of the company post-investment; they also expect these shares will be set aside from the founders' equity.
Let's say that the Series A investors' term sheets requires a "15% fully diluted post money option pool" to be setup. This means that the investors want 15% of the company, after the financing is closed, to be in an option pool that will be granted to future employees. The "capitalization table" of our company after the Series A would look like this:
|Series A investors||25%|
|Employee option pool||15%|
The bottom line is that instead of owning 75% of the company, the founders will end up owning 60% of the company, and the investors 25%. For the founders, the $1.3 million financing was not 25% dilutive but 40% dilutive.
As an entrepreneur, I think it is flawed to take the option pool out of the founders' equity; the option pool should be carved out after the financing and dilute both the founders and the investors. After all, future employees who are granted options after the financing add value to the post-money valuation of the company. I'll leave that gripe for another blog post but for the purpose of this blog post, the key take-away is that creating an option pool is usually dilutive for the founders and an important part of the negotiation with investors. The option pool size and the pre-money valuation need to be looked at together and can both be negotiated. Investors should price on the basis of a complete team needed to execute on the opportunity. If the founders have done a good job of hiring that team, the pool size should be smaller. If there are still a lot of hires needed to create a full team to execute, then the pool needs to be larger.
Stock options provide employees the right to purchase a set amount of shares for a set price in the future. To encourage employees to stick around, they don't gain control over their options for a period of time. This period is known as the "vesting period". Once the options are vested, they can be exercised. When you exercise the stock options, you buy shares in the company, usually at a very low price.
Founders are different from employees because they received their shares when they started the company -- they don't usually have stock options. To make sure that founders stay with the company, investors will set up a "reverse vesting" strategy. This is similar to "stock option vesting" except that it gives investors the right to repurchase shares already owned by the founders. The "vesting period" in this context measures how many shares the company can repurchase from a departing founder. The longer a founder stays with the company, the less stock the company can repurchase if a founder were to leave.
A founder who remains with the startup through the end of a particular vesting period -- typically four years -- will be fully vested and retain all founder's shares. The founder who leaves before the vesting period expires will most likely be diluted as the company repurchases some founder's shares.
Raising Series B
As our company grows and the time comes to raise a Series B, the expectation is that the valuation of our company has increased. Let's assume we used that $1.3 million well, and that the value of the company grew from $5.3 million to $13 million.
If we raise $3,250,000 additional capital in a Series B financing on a pre-money valuation of $13 million, then the series B investors will get 20% of the company. In the Series B, the founders, the employees (option pool), and Series A investors are all diluted. Often the new investors will require that the option pool is increased. Let's say they want the option pool to remain at 15% -- in this case, the founders, employees and Series A investors would suffer additional dilution on top of the 20%. In our example, the total dilution will be a little over 23%. The new capitalization table looks as follows:
|Series A||Series B|
|Series A investors||25%||19%|
|Series B investors||20%|
|Employee option pool||15%||15%|
It's not always as simple though. Investors will usually insist on "pro-rata rights". Pro-rata rights give investors the right to invest in a startup's future rounds and maintain their ownership percentage as the company grows and raises more capital. It is an important tool for early stage investors, as most of their investments fail. Pro-rata rights allow investors to "follow" the investments that are doing well. Their ability to double-down on winners is important to compensate for their losses. I believe it is fair to give early investors pro-rata rights; they are a reward for backing you early. But as I've learned, this is also where things get complicated.
At times, new investors don't want older investors to participate so that they can take more of the round. Usually, the new investors will insist that they put enough money to work so they can own a substantial-enough share of the company to make the investment worth their time and effort. In this case, the new investors will try to force the old investors to give up their pro-rata rights. Other times, the new investors want early investors to demonstrate their confidence in the company by participating in the round, and to show that they are not overpaying. To facilitate the "pro-rata dance" between investors, and to satisfy both the old and new investors, founders are often required to take more dilution and to give up more of their company. For simplicity, I ignored pro-rata rights in our running example, but founders need to be aware of how pro-rata rights can impact dilution in later funding rounds.
Raising Series C and Series D
Our company continues to grow and goes on to raise Series C and Series D:
|Series A||Series B||Series C||Series D|
|Series A investors||25%||19%||15%||14%|
|Series B investors||20%||16%||15%|
|Series C investors||15%||13%|
|Series D investors||10%|
|Employee option pool||15%||15%||15%||15%|
In our example, the founders would end up with 34% of the company after four rounds of financing (assuming no additional option grants for the founders). As mentioned above, I consider that an exceptional outcome for the founders. Most founders will own substantially less at this point. For example, Aaron Levie, founder of Box, owned about 4% of Box when the company made its public offering in 2015. Zendesk founder and CEO Mikkel Svane owned about 8% at its IPO in 2014, and ExactTarget's co-founder owned 3.8% at the time the company filed its S-1.
But there is more -- I warned you it's complex! When investors put money in your company, they will require the company issue them "preferred stock". Investors' preferred stock has various "preferences" over "common stock", owned by founders and employees. One of the most common preferences are "liquidation preferences". A liquidation preference helps investors make sure that they'll be paid before common shareholders when a company is sold, declares bankruptcy, or goes public. This is especially important when the company is being liquidated for less than the amount invested in it.
If our company was to sell for $75 million, you would think that per the table above, the Series D investor would make $7.5 million (10% of $75 million) and the founders would make $25.5 million (34% of $75 million). However, if our Series D investor negotiated a "liquidation preference" equal to their $10 million investment and the company is sold for $75 million, they will be guaranteed their $10 million back. The remaining $65 million would go to the other shareholders. This is called a "1x liquidation, non-participating preference". In the event the company sells for less than the valuation at the time of the investment, the Series D investors will make more than their percentage ownership, and the founders will make less than their percentage ownership. In other words, when your investors have liquidation preferences, your percentage ownership isn't always what it looks like on paper (or in a capitalization table, to be exact).
Sometimes, investors want "participation rights". In the case of "participation rights", the investors would be entitled to the return of their entire investment prior to the distribution of any proceeds to the common stockholders. However, the preferred stockholders would then also be treated like a common stockholder and would share in the remaining proceeds. If our company sells for $75 million, the Series D investors would get their $10 million out first, and then get their 10% share of the remaining $65 million for a total return of $16.5 million ($10 million + 10% of $65 million).
There is also a concept called a "multiple". Where founders and employees can get really hurt is when preferred stock owners have a 2x or 3x multiple. If our Series D investors have "3x liquidation rights, participating", they would be guaranteed $30 million back (3 times $10 million) and take 10% of the remaining $45 million. The founders would make $15.4 million. Instead of their 34% share, the founders only get 20%. So, before you agree to any liquidation multiple or participating rights, you should run a few models to understand how much you and the other founders will receive based on various liquidation scenarios.
Because of the preferences, the price or market value of common stock is typically much smaller than that of preferred shares -- especially in the early days. Because common stock is worth less than preferred stock, your percentage ownership is often meaningless. This is often evidenced either by a 409(a) valuation in the USA, or the market price of common stock when sold to a third-party. Preferences generally expire at an IPO, at which time preferred stock converts into common stock. At that point, common and preferred shares have the same value.
In summary, valuations, multiple rounds of funding, option pools, reverse vesting, pro-rata rights and liquidation preferences can all have a dilutive effects on startup founders. As a founder, it can be difficult to predict or plan how much dilution you will suffer along the way. As with everything, the devil is in the details -- and hopefully this blog post helped you be a bit smarter about raising money and negotiating term sheets. In general, I don't think founders should worry about dilution too much but that is a topic for a future blog post ...
The Industrial Revolution, started in the middle of the 18th century, transformed the world. It marks the start of a major turning point in history that would influence almost every aspect of daily life. The Industrial Revolution meant the shift from handmade to machine-made products and increased productivity and capacity. Technological change also enabled the growth of capitalism. Factory owners and others who controlled the means of production rapidly became very rich and working conditions in the factories were often less than satisfactory. It wasn't until the 20th century, 150 years after its beginning, that the Industrial Revolution ended creating a much higher standard of living than had ever been known in the pre-industrial world. Consumers benefited from falling prices for clothing and household goods. The impact on natural resources, public health, energy, medicine, housing and sanitation meant that chronic hunger, famines and malnutrition started to disappear and the life expectancy started to increase dramatically.
An undesired side-effect of the Industrial Revolution is that instead of utilizing artisans to produce hand-made items, machines started to take the place of the artisans. Before the industrial revolution, custom-made goods and services were the norm. The one-on-one relationships that guilds had with their customers sadly got lost in an era of mass-production. But what is exciting me about the world today is that we're on the verge of being able to bring back one-on-one relationships with our customers, while maintaining increased productivity and capacity.
As the Big Reverse of the Web plays out and information and services are starting to come to us, we'll see the rise of a new trend I call "B2One". We're starting to hear a lot of buzz around personalization, as evidenced by companies like The New York Times making delivery of personalized content a core part of their business strategy. Another recent example is Facebook testing shopping concepts, letting users browse a personal feed of clothing and other items based on their "likes". I'd imagine these types of feeds could get smarter and smarter, refining themselves over time as a user browses or buys. Or just yesterday, Facebook launched Notify, an iOS app that pushes you personalized notifications from up to 70 sites.
These recent examples are early signs of how we're evolving from B2C to B2One (or from B2B2C to B2B2One), a world where all companies have a one-on-one relationship with their customers and personalized experiences will become the norm. Advances in technology allow us to get back what we lost hundreds of years ago in the Industrial Revolution, which in turn enables the world to innovate on business models. The B2One paradigm will be a very dramatic shift that disrupts existing business models (advertising, search engines, online and offline retailers) and every single industry.
For example, an athletic apparel company such as Nike could work sensor technology into its shoes, telling you once you've run a certain number of miles and worn them out. Nike would have enough of a one-on-one relationship with you to push an alert to your smartphone or smartwatch with a "buy" button for new shoes, before you even knew you needed them. This interaction is a win-win for both you and Nike; you don't need to re-enter your sizing and information into a website, and Nike gets a sale directly from you disrupting both the traditional and online retail supply chain (basically, this is bad news for intermediaries like Amazon, Zappos, clothing malls, Google, etc).
I believe strongly in the need for data-driven personalization to create smarter, pro-active digital experiences that bring back one-on-one relationships between producers and consumers. We have to dramatically improve delivering these personal one-on-one interactions. It means we have to get better at understanding the user's journey, the user's context, matching the right information/service to the user and making technology disappear in the background.
Today, we're excited to announce that Acquia has closed a $55 million financing round, bringing total investment in the company to $188.6 million. Led by new investor Centerview Capital Technology, the round includes existing investors New Enterprise Associates (NEA) and Split Rock Partners.
We are in the middle of a big technological and economic shift, driven by the web, in how large organizations and industries operate. At Acquia, we have set out to build the best platform for helping organizations run their businesses online, help them invent new ways of doing business, and maximize their digital impact on the world. What Acquia does is not at all easy -- or cheap -- but we've made good strides towards that vision. We have become the backbone for many of the world's most influential digital experiences and continue to grow fast. In the process, we are charting new territory with a very unique business model rooted Drupal and Open Source.
A fundraise like this helps us scale our global operations, sales and marketing as well as the development of our solutions for building, delivering and optimizing digital experiences. It also gives us flexibility. I'm proud of what we have accomplished so far, and I'm excited about the big opportunity ahead of us.