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Archive for the ‘Board Of Intellectual Capital’ Category

Article from Fenwick & West.

Background—We analyzed the terms of venture financings for 114 companies headquartered in Silicon Valley that reported raising money in the first quarter of 2012.

Overview of Fenwick & West Results

  • Up rounds exceeded down rounds in 1Q12, 65% to 22%, with 13% of rounds flat. This showed continued solid valuations in the venture environment, although a small drop off from 3Q11 and 4Q11, when 70% of rounds were up rounds. This was the eleventh quarter in a row in which up rounds exceeded down rounds.
  • The Fenwick & West Venture Capital Barometer™ showed an average price increase of 52% in 1Q12, a decline from the 85% reported in 4Q11, but still a solid showing.
  • We note some weakness in late stage financing (Series E and higher) valuations, where 37% of the financings were down rounds and the Barometer reported only a 12% increase. Series B financings were also not as frothy as they have been, with a Barometer reading of 58%, the lowest since 4Q09, but still very solid.

The results by industry are set forth below. In general software and digital media/internet companies continued to see the strongest valuation increases, with hardware and life sciences lagging.

Overview of Other Industry Data

  • Venture valuations were healthy, but investment was down.
  • M&A valuations were up, but the number of deals was down.
  • Venture fundraising was mixed, but corporate venture investing was up.
  • IPOs were up, and the passage of the JOBS Act is a further encouraging signal for the public market, but continuing global financial uncertainty, especially in Europe, is a concern.

So what is the take-away? Venture fundraising continues to be problematic, and likely contributed to the decreased venture investment the last two quarters. However with IPOs improving, and interest rates still extremely low, there is reason to believe that venture fundraising will improve, if the global economic environment doesn’t further increase risk averseness. The M&A market slowed a bit in 1Q12, possibly to give participants a chance to evaluate the improvement in IPOs, and its possible effect on valuations, but corporate America has plenty to spend, evidenced by their increasing participation in venture investment. And the areas of entrepreneurial focus and innovation are broad, with mobile, cloud, security, big data and of course social media all attracting substantial attention.

Venture Capital Investment.

  • Venture capital investment in the U.S. declined for the second quarter in a row, with the decline evident in most major industry segments, including internet/digital media.
  • Dow Jones VentureSource (“VentureSource”) reported $6.2 billion of venture investment in 717 deals in 1Q12, a 16% decline in dollars from the $7.4 billion invested in 803 deals in 4Q11 (as reported in January 2012).
  • The PwC/NVCA MoneyTree™ Report based on data from Thomson Reuters (the “MoneyTree Report”) reported $5.8 billion of venture investment in 758 deals in 1Q12, a 12% decline from the $6.6 billion invested in 844 deals in 4Q11 (as reported in January 2012).

Merger and Acquisitions Activity.

  • M&A activity for venture-backed companies had mixed results in 1Q12, with deal volume declining for the second quarter in a row, to the lowest quarterly amount since 2009, but with Dow Jones reporting a significant increase in deal proceeds.
  • Dow Jones reported 94 acquisitions of venture-backed companies in 1Q12 for $18.1 billion, a 12% decline in transaction volume, but a 93% increase in dollars, from the 107 transactions for $9.4 billion in 4Q11 (as reported in January 2012).
  • Thomson Reuters and the NVCA (“Thomson/NVCA”) reported 86 transactions in 1Q12, a 7% decline from the 92 reported in 4Q11 (as reported in January 2012). Sixty-eight of the 86 deals were in the IT sector.
  • Dealogic reported that Google, Facebook, Groupon and Zynga purchased a combined 34 companies in 1Q12 (not necessarily all venture-backed).

IPO Activity.

  • IPO activity for venture-backed companies improved again in 1Q12, which was the best quarter for number of IPOs since 4Q07.
  • VentureSource reported 20 venture-backed IPOs raising $1.4 billion in 1Q12, compared to 10 IPOs raising $2.4 billion in 4Q11 (as reported in January 2012). There were 50 companies in registration at the end of the quarter.

We note that the new law that permits confidential IPO filings may delay future information on the number of companies in registration, as a substantial number of companies appear to be taking advantage of this alternative.

Thomson/NVCA reported 19 IPOs for $1.5 billion in 1Q12, compared to 12 IPOs raising $2.6 billion in 4Q11. Eleven of the IPOs were in IT and five in healthcare, and 95% were U.S.-based companies.

Venture Capital Fundraising.

  • Industry sources reported conflicting fundraising results for 1Q12, with Dow Jones reporting an increase in dollars raised and Thomson/NVCA reporting a decline. Taking an average of the two, venture capital fundraising and venture capital investing were approximately equal this quarter, but the number of funds raising money continues to be low.
  • Dow Jones reported that 47 U.S. venture funds raised $7 billion in 1Q12, a 35% increase in dollars over the $5.2 billion that was raised in 4Q11 (as reported in January 2012).

Thomson/NVCA reported that 42 U.S. venture capital funds raised $4.9 billion in 1Q12, a 13% decrease in dollars over the $5.6 billion raised by 38 U.S. funds in 4Q12 (as reported in January 2012). The top 5 fundraisers accounted for 75% of the total amount raised, with Andreessen Horowitz raising $1.5 billion and leading the way.

Secondary Markets.

  • The secondary market for venture-backed company shares is in uncharted waters.
  • The recently passed JOBS Act made filing for an IPO more appealing to companies, which could decrease the number of late stage private companies whose shares would be available for secondary trading. However, the Act also increased the maximum number of shareholders that private companies could have before registering with the SEC, which allows private companies to stay private longer, which could increase the pool of late stage private companies whose shares would be available for secondary trading.
  • Additionally, Facebook, which accounted for a large percentage of the trading on secondary exchanges, and whose shares were also purchased by secondary funds, just went public, and secondary trading of their shares ended at the end of March 2012.
  • And the venture-backed IPO market seems to be improving in general, providing more opportunity for late stage private companies to go public.
  • Second Market reported that issuers were the buyer in 54% of second market transactions, but only accounted for 1.7% of transaction proceeds, suggesting that issuers are using Second Market to purchase small amounts of shares from numerous sellers, likely to limit their number of shareholders.

Corporate Venture Capital.

  • With a challenging venture fundraising environment, we thought it would be useful to provide some information on corporate venture capital (“CVC”).
  • In general, CVC declined precipitously in 2009 as a result of the stock market decline and global financial problems in 2008. Since then it has rebounded significantly with corporate venture investment increasing from $1.4 billion in 2009 to $2.0 billion in 2010 to $2.3 billion in 2011. Similarly, CVCs participated in 12.7% of all venture deals in 2009, 13.6% in 2010 and 14.9% in 2011. That said, these amounts significantly lag 2007, the best year for CVC in the past decade, when CVCs invested $2.6 billion and participated in 19% of deals (data from the MoneyTree Report).
  • While companies like Intel and Cisco have long been significant players in CVC investing, it will be interesting to see how heavily the current wave of major Silicon Valley companies participate in CVC. One indiciation is that Google started Google Ventures two years ago with the goal of investing $100 million a year, and has invested in 20 start-ups through March 2012. (Data from San Jose Mercury)
  • Another indication of CVC activity is that the number of CVCs who are members of the NVCA has grown from 50 to 62 members in the past year, and now comprises 7% of the total membership. (Data from Dow Jones VentureWire)
  • CVC investment seems more focused in industries with large capital requirements like cleantech and biotech, which accounted for 23% and 16% of CVC investment respectively in 2010/2011, than are independent venture capitalists. (Data from the MoneyTree Report)

Venture Capital Sentiment.

The Silicon Valley Venture Capitalist Confidence Index® produced by Professor Mark Cannice at the University of San Francisco reported that the confidence level of Silicon Valley venture capitalists was 3.79 on a 5 point sale in 1Q12, a significant increase from the 3.27 reported in 4Q11, and the first increase in four quarters.

Nasdaq.
Nasdaq increased 16% in 1Q12, but has declined 10% in 2Q12 through May 21.

Read more here.

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San Francisco, May, 2012
The Perfect Storm Revisited 2012
by Robert Tillman, Member of Gerbsman Partners Board of Intellectual Capital

The term Perfect Storm refers to a rare combination of circumstances that aggravate a situation drastically. I believe that a number of situations may well come to a head simultaneously by the beginning of 2013.

  1. The fall of the Euro. Given the recent elections in France, Germany and Greece, the dissolution of the Euro zone is looking far more likely. European voters are consistently rejecting austerity and turning left, but European governments are running out of money to pay what those voters demand. The result is a mess. Read more here.
  2. A war in the Middle East. The recent formation in Israeli of a strong coalition government under Netanyahu has cleared the way for an attack on Iran. The various Sunni governments, and even Hamas, have signaled their approval of such an attack. It must happen soon or it will be too late. With it will come a major spike in oil prices.
  3. A slow down in growth and a bursting of the economic bubble in China. This past month China showed a decline in imports. The downfall of Bo Xilai shows the rottenness in the Chinese system. Given the corruption in their system and the opaqueness of their accounting, the Chinese do not themselves understand the financial reality of their situation. See more here.
  4. The end of the Bush tax cuts beginning 2013, resulting in a large tax increase in the United States. The result will be substantial downward pressure on stock prices. Who would not consider selling stocks when Federal capital gains rates will increase from 15% to 25% and Federal dividend tax rates will increase from 15% to 39.6%. See more they will hurt greatly in the short term.
  5. The necessary decrease in both the Federal and State budgets. California is in particularly bad shape with a estimated $16 billion shortfall that is almost certainly understated. While such spending reductions are absolutely necessary in the long term, they will hurt greatly in the short term.
  6. After the November election, the largely liberal press will no longer have an incentive to tell us that the economy is getting better, when the opposite is true. If Obama is elected, they will need to start telling the truth so as to preserve the shreds of their credibility. If Romney is elected, they will have a great incentive to portray the economy as even worse than it is.

Each of these events will be hastened by the others and will also cause major unforeseen consequences. We are living in an incredibly interconnected and interdependent world. We are also living in a world in which governments have no reserves and in which they have already used up the tools that that have to influence events. There will be no TARP III or a larger European Bailout Fund. We are about to enter a very bad period and we are tapped out.

Hold on. It will be a rough ride.

About Gerbsman Partners

Gerbsman Partners focuses on maximizing enterprise value for stakeholders and shareholders in under-performing, under-capitalized and under-valued companies and their Intellectual Property. Since 2001, Gerbsman Partners has been involved in maximizing value for 70 Technology, Life Science and Medical Device companies and their Intellectual Property and has restructured/terminated over $805 million of real estate executory contracts and equipment lease/sub-debt obligations. Since inception, Gerbsman Partners has been involved in over $2.3 billion of financings, restructurings and M&A transactions.

Gerbsman Partners has offices and strategic alliances in Boston, New York, Washington, DC, Alexandria, VA, San Francisco, Orange County, Europe and Israel. For additional information please visit http://gerbsmanpartners.com or Gerbsman Partners blog.

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Article from GigaOm.

YouTube has seen its video uploads grow 50 percent over the last year: Users are now uploading 72 hours of video every minute, compared to 48 hours just a year ago. The Google-owned video site announced the milestone Sunday night to celebrate its seventh birthday.

The amount of video uploaded to YouTube has increased steadily over the last few years. In early 2007, users were uploading six hours of video every minute to the site. By January of 2009, that number had grown to 15 hours. By March of 2010, the total reached 24 hours, only to go up to 35 hours by November of that year.

YouTube officially launched in May of 2005, but the first video was actually uploaded on April 23 2005. It shows co-founder Jawed Karim at the San Diego Zoo, and is still available on the site.

Read more here.

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The March Hare CEO

By    Member Gerbsman Partners Board of Intellectual Capital

Have you attended a “Mad Tea Party” Board of Directors or management meeting and listened to the CEO’s unrealistic expectations about future performance?  Did you leave the meeting scratching your head about what you heard?

Lewis Carroll introduced us to the strange Mad Hatter and the March Hare in his 1865 book Alice’s Adventures in Wonderland.  The Mad Hatter hosted the Mad Tea Party; during this raucous event there was one revealing exchange with Alice:

‘Have some wine,’ the March Hare said in an encouraging tone.

Alice looked all around the table, but there was nothing on it but tea.

‘I don’t see any wine,’ she remarked.

‘There isn’t any,’ said the March Hare.

How many times has a corporate leader told you there was plenty of wine about, but in fact, there was only tea at best?  Your gut is screaming… “There is no way this company can hit those targets”.  But your hope and the March Hare CEO’s enthusiasm get the better of you.  I have seen this scenario repeated many times at stuck companies; there can be over optimism and not enough effort focused on analyzing the brutal facts and confronting reality.

What’s wrong with being optimistic and aiming high?

Nothing, as long as the predictions are believable and achievable.  In the July 2003 issue of the Harvard Business Review there is an article entitled ‘Delusions of Success: How Optimism Undermines Executives’ Decisions’.   The authors (Lovallo and Kahneman) warn of the negative consequences of ‘flawed decision-making’ based upon over optimism.  They state ‘…when pessimistic opinions are suppressed, while optimistic ones are rewarded, an organization’s ability to think critically is undermined.’  Recognizing that people like to rally behind optimism, they say there ‘…needs to be a balance between realism and optimism.’

Jim Collins, in his acclaimed best-seller Good to Great, devoted an entire chapter (‘Confront the Brutal Facts, Yet Never Lose Faith’) about dealing with reality.  Collins’ research proved that great companies were continually objective about their performance, their competitive position and their customers’ needs.  He said “…breakthrough results come about by a series of good decisions, diligently executed and accumulated one on top of another.”  That is, breakthrough results don’t happen by simply rallying the troops with a lot of hot air.

Collins also discussed the potential negative impact a persuasive leader can have on an organization.  “Indeed, for those of you with a strong, charismatic personality, it is worthwhile to consider the idea that charisma can be as much a liability as an asset.  Your strength of personality can sow the seeds of problems, when people filter the brutal facts from you.  You can overcome the liabilities of charisma, but it does require conscious attention.”

How can you spot The March Hare CEO?

During one consulting engagement, I ran into a classic March Hare CEO who was functioning as a part-time Chairman/CEO for a struggling company with revenues around $120 million (let’s call it “SportsCo”).  SportsCo was in a restructuring phase and had the following issues:

  1. a huge debt burden, a history of covenant violations, and an impatient senior lender
  2. tight cash flow and some seasonality
  3. strong vendors that dictated purchasing practices
  4. a high overhead cost structure
  5. significant product line and business unit complexity
  6. old and bloated inventories
  7. mediocre information systems
  8. insufficient and untimely financial reporting
  9. low morale
  10. a thin management team
  11. an unfocused strategic direction

SportCo’s CEO had a long history of working for and running large corporations (note the word large) with ample resources and staff.  He was accustomed to the perks that accompanied corporate power and prestige.  The CEO was an extrovert… a gregarious and affable guy who had accomplished many good things in his early tenure with SportsCo.

SportsCo’s difficult circumstances meant there was still A LOT of hard work needed to fix the business and radically change its direction.  Despite all the significant challenges ahead, the March Hare CEO told his investors and management team that: 1) expenses had been ‘cut to the bone’; 2) revenue would increase 50%; and 3) EBITDA would triple in three years. Fifty percent revenue growth and EBITDA tripling!?

March Hare CEO made those broad, sweeping pronouncements without any reasonable action plans on how to back up the targetsHe was offering up expensive wine to the investors when there was only lukewarm tea available.  Fifty percent revenue growth was equal to about $60 million dollars additional annual revenue by year three.  Where was this growth going to come from when…

  • The industry was experiencing modest, but not spectacular growth rates
  • SportsCo was closing some of its weaker operating units
  • There would be no additional capital for acquisitions from the investors
  • The bank was not going to expand the credit line to accommodate growth; in fact, they were on a path to reduce the credit line
  • Funding for capital expenditures would have to come from cash generated by operations
  • In some product lines, margins had started to decline from increased competition

Getting to the $180 million level was not going to happen under those circumstances.

Following the company meeting where the grandiose and unachievable plans were presented, I told the investors the CEO had gone from ‘being a leader to a cheerleader’.  After challenging me on why I thought a cheerleader attitude was NOT beneficial to the business at that point in time, they ultimately decreased his influence throughout the change process. SportsCo was restructured based upon the theme of ‘less is more’: the business was downsized to the strongest, core operating units; corporate expenses were dramatically reduced; liquidity and cash flow significantly improved; and a new, clear strategic focus rallied the troops.

What are some ways to deal with a March Hare CEO?

If you think too much ‘wine’ is being offered up on an increasingly regular basis by the management team, go back to some basics:

  1. Trust your own instincts and your gut.
  2. Challenge all the assumptions behind the strategic and annual plans.
  3. Understand the industry forces – think external, not just internal – data, data, data.  Are customers and/or competitors consolidating? Is substitution occurring in your product lines?
  4. Understand in detail your competition across customer segments.  Does the company have strong niche positions or is it just an “also ran” in each segment?
  5. Assess the strength of the R&D and product development efforts – where’s the future growth going to come from?
  6. Talk to some of the key customers – get their unfiltered opinions on the company.
  7. Determine the nature of external relationships with lenders, vendors, and/or customers that are or will be impediments to future success.
  8. Look for specifics on the details of execution – are there monthly and annual operating plans that articulate priorities and assign who is accountable and in what time frame?
  9. Follow up on the company’s performance on a very regular basis using the details of the operating plan as the discussion structure.  Measure management on a regular basis.

‘There is no worse mistake in public leadership than to hold out false hopes soon to be swept away.’ – Winston Churchill

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Article from NYTimes.

Facebook shares will be tempting to buy when they start trading on Friday. The company has hefty profit margins, a household name and a shot at becoming the primary gateway to the Internet for much of the planet.

But if history offers any lesson, average investors face steep odds if they hope to make big money in a much-hyped stock like Facebook.

Sure, Facebook could be the next Google, whose shares now trade at more than six times their offering price. But it could also suffer the fate of Zynga, Groupon, Pandora and a host of other start-ups that came out of the gate strong, then quickly fell back.

Even after Facebook supersized its offering with plans to dole out more shares to the public, most retail investors will have a hard time getting shares in the social networking company at a reasonable price in its first days of trading.

Facebook’s I.P.O. values the company at more than $104 billion. And the mania surrounding the offering means Facebook shares will almost certainly rise on the first day of trading on Friday, the so-called one-day pop that is common for Internet offerings. At either level, Facebook’s price is likely to assume a growth rate that few companies have managed to sustain.

New investors, in part, are buying their shares from current owners who are taking some of their money off the table, a sign that the easy profits may have been made. Goldman Sachs, the PayPal co-founder Peter Thiel, and the venture capital firms DST Global and Accel Partners are all selling shares in the offering.

“It is a popular company, but it is still a highly speculative stock,” said Paul Brigandi, a senior vice president with the fund manager Direxion. “Outside investors should be cautious. It doesn’t fit into everyone’s risk profile.”

For the farsighted and deep-pocketed investors who got in early, Facebook is turning out to be a blockbuster. But by the time the first shares are publicly traded, new investors will be starting at a significant disadvantage.

Following the traditional Wall Street model, Facebook shares were parceled out to a select group of investors at an offering run by the company’s bankers on Thursday evening, priced at $38 a share. But public trading will begin with an auction on the Nasdaq exchange on Friday morning that is likely to push the stock far above beyond the initial offering price.

That is what happened to Groupon last fall. Shares of the daily deals site started trading at $28, above its offering price of $20. It eventually closed the day at $26.11.

The one-day pop is common phenomenon. Over the last year, newly public technology stocks, on average, have jumped 26 percent in their first day of trading, according to data collected by Jay R. Ritter, a professor of finance and an I.P.O. expert at the University of Florida.

In many of the hottest technology stocks, the rise has been more dramatic. LinkedIn, another social networking site, surged 109 percent on its first day in May 2011, and analysts say it is not hard to imagine a similar outcome with Facebook, given the enormous interest.

Unfortunately for investors, the first-day frenzy is not often sustained. In the technology bubble of the late 1990s, dozens of companies, Pets.com and Webvan among them, soared before crashing down.

At the height of the bubble in 2000, the average technology stock rose 87 percent on its first day. Three years later, those stocks were down 59 percent from their first-day closing prices and 38 percent from their offering prices, according to Professor Ritter’s data.

The more recent crop of technology start-ups has not been much more successful in maintaining the early excitement. A Morningstar analysis of the seven most prominent technology I.P.O.’s of the last year showed that after their stock prices jumped an average of 47 percent on the first day of trading, they were down 11 percent from their offering prices a month later. Groupon is now down about 40 percent from its I.P.O. price.

“It’s usually best to wait a few weeks to let the excitement wear off,” said James Krapfel, an I.P.O. analyst at Morningstar who conducted the analysis. “Buying in the first day is not generally a good strategy for making money.”

There are, of course, a number of major exceptions to this larger trend that would seem to provide hope for Facebook. Google, for instance, started rising on its first day and almost never looked back.

Even among the success stories, though, investors often have had to go through roller coaster rides on their way up. Amazon, for instance, surged when it went public in 1997 at $18 a share. But the stock soon sputtered, and it did not reach its early highs again until over a decade later. The shares now trade near $225.

More recently, LinkedIn has been trading about 140 percent above its offering price of $45, enough to provide positive returns even for investors who bought in the initial euphoria. But those investors had to sweat out months when LinkedIn stock was significantly down.

Apple is perhaps the clearest example of the patience that can be required to cash in on technology stocks. Nearly two decades after its I.P.O. in 1980, it was still occasionally trading below its first-day closing price, and it was only in the middle of the last decade — when the company began revolutionizing the music business — that it began its swift climb toward $600.

Facebook’s prospects will ultimately depend on the company’s ability to fulfill its early promise. It has a leg up on the start-ups of the late 1990s, which had no profits and dubious business models. Last year, in the seventh year since its founding, Facebook posted $3.7 billion in revenue and $1 billion in profit.

But investors buying the stock even at the offering price are assuming enormous future growth. While stock investors are generally willing to pay about $14 for every dollar of profit from the average company in the Standard & Poor’s 500 index, people buying Facebook at the estimate I.P.O. price are paying about $100 for each dollar of profit it made in the past year.

When Google went public in 2004, investors paid a bigger premium, about $120 for each dollar of earnings. But the search company at the time was growing both its sales and profits at a faster pace than Facebook is currently.

Facebook may be able to justify those valuations if it can keep expanding its profit at the pace it did last year, a feat some analysts have said is possible. But especially after the company recently revealed that its growth rate had slowed significantly in the first quarter, the number of doubters is growing.

“Facebook, by just about any measure, is a great company,” Professor Ritter said. “That doesn’t mean that Facebook will be a great investment.”

Read more here.

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