Tag: startup

Private and public valuations

HSBC seems to have set a cat among the private market pigeons by recommending that Zomato’s “real valuation” is half of the stated headline valuation (my apologies for not “covering” Zomato in my piece on startup valuations two weeks back).

This was part of HSBC’s analyst report on InfoEdge (Naukri), which is Zomato’s largest investor. All possible parties concerned have hit back at HSBC for this valuation. Most of them (Sanjiv Bikhchandani (founder of InfoEdge), Zomato founder Deepinder Goyal, investor Sequoia, etc.) have been simply talking their book.

But you see several completely unrelated people in the Indian startup world commenting about HSBC’s valuation, including allegations that HSBC doesn’t understand how private companies are to be valued.

The interesting thing about this discussion is that you seldom see such debates about public companies. Nobody questions analyst reports of public companies on methodology. At worst, company PRs might issue statements challenging some of the assumptions that have gone into the analyst reports.

What differentiates public and private market analyst reports is the ability to trade – if you have a view on the valuation of a public company, it is rather easy for you to turn this view into a profit (with the risk of a loss) by trading on it. If you think a company is undervalued, you buy shares, and profit when its valuation corrects.

With private companies such as Zomato, on the other hand, there is no way for someone who is not already an investor to profit from their views on the company’s valuation. Shorting is out of the question. Even going long happens in different “series”, and is not a continuous process.

If Zomato were a public company, investors acting on HSBC’s report might have tried to push down the price of the stock, and the extent of money on the “other side” would have quickly shown whether HSBC’s view was correct. With the company being private, such objective means of agreeing on valuations don’t exist. And so concerned parties bicker.

To me, the most telling line in the Mint report on the spat between HSBC and InfoEdge is where they quote Bikhchandani.

“We value our investments at cost and Info Edge has not marked down Zomato at all,”said Bikhchandani.

Speaking of ostriches with their heads buried in the sand…

Should USP be part of MVP

First of all, my apologies for the jargon, but this is a way to get attention of those corporate types who I hope to sell to. The MVP here in question is the startup-wala MVP (minimum viable product) and not the sports-wala MVP (most valuable player). There is no ambiguity to USP.

So it’s an accepted mantra in the startup world that product development should follow the “agile model” rather than the “waterfall model” (borrowing from software engineering paradigms). It is recommended that you put out a “minimum viable product” (MVP) out early into the market and get continuous feedback as you continue to hone your product. This way, you don’t end up wasting too much time building stuff the market doesn’t want, and can pivot (change direction to another product/service) if necessary.

The question is how “minimum” the “minimum viable product” should be. Let’s say that your business isn’t something that creates a new market but something that improves upon an existing product or service. In other words, you are building a business around “a better way of doing X” (it doesn’t matter here what X is).

The temptation in this case is to copy X and release it as your minimum viable product. This is rather easy to do, since you can just reverse engineer X, and put out a product quickly. That’s the quickest way to get to the market.

The problem with this approach, however, is that your initial set of users who experience your MVP will fail to see what the big deal about your product is – while they might hear your promises that this is only a start and you intend to do X in a “new improved way”, the first version as they see it shows no indication of this promise.

Worse, when your product is branded as a “new improved X”, it automatically gets anchored in your users’ minds with respect to X. Irrespective of what your product looks or feels like, once you’ve branded as a “new improved X”, comparisons to X are inevitable. And when your MVP is not very different from X, people might lose interest.

On the other hand, if you need to build in your USP into your MVP, it results in a longer product development cycle. In such cases, if the market doesn’t really want your “new improved X”, a lot more effort would have been expended, leading to higher risk (of market not accepting product).

Yet, if your MVP is nothing like what your “real product” is, then you are not really getting feedback from the market on your “real product” – only feedback on your MVP. And the MVP should be something such that you can make use of any feedback you get on it in terms of superior product design.

Two way due diligence

In a cash-and-stock or all-stock acquisition, does due diligence take place one way or both ways?

This is a relevant question because not only are shareholders of the acquiring company acquiring shares of the target company, but shareholders of the target company are also acquiring shares of the acquiring company.

Take, for example, Foodpanda’s acquisition of Tastykhana in 2014. The source of this snippet, of course, is the brilliant Mint story about Foodpanda earlier this week.

Shachin Bharadwaj, founder of TastyKhana, a Pune-based start-up that Foodpanda acquired in November 2014. After spending two months inside the company, Bharadwaj was disturbed about the lack of processes and had uncovered several discrepancies—fake orders, fake restaurants, no automation, overdependence on open Excel sheets, which were prone to manipulation, and suspicion over contracts awarded to vendors.

“I know I am making allegations,” he told the people in the room. “All I am asking is that we do an independent audit.”

The others were not interested.

“The past is the past,” said Malhotra. “Let’s just resolve the differences and find a way forward for you and Rohit to work together.”

So Foodpanda acquired Tastykhana, and the Tastykhana founder (who became a Foodpanda employee) later found out that Foodpanda wasn’t the company he had assumed it was, and now owning shares of a company he had overestimated, he rightly felt shafted. It’s unlikely that due diligence happened “the other way” in this acquisition.

I had written on LinkedIn a while back about how employees accepting stock in a company that is hiring them are implicitly investing financially in the company, and that they need to be able to do due diligence before they make such an investment. Acquisition works in a similar way.

So I’m repeating myself yet again in this blog post, but is “reverse due diligence” (acquiree checking acquirer’s books) a standard practice in the M&A industry? Does this work differently in big company markets and in startups? Do acquirers get pissed off when acquirees want to do due diligence before getting acquired (when being paid in stock)?

Note that this doesn’t apply to all-cash deals.

Hyperlocal and inventory intelligence

The number of potential learnings from today’s story in Mint (disclosure: I write regularly for that paper) on Foodpanda are immense. I’ll focus on only one of them in this blog post. This is a quote from the beginning of the piece:

 But just as he placed the order, one of the men realized the restaurant had shut down sometime back. In fact, he knew for sure that it had wound up. Then, how come it was still live on Foodpanda? The order had gone through. Foodpanda had accepted it. He wondered and waited.

After about 10 minutes, he received a call. From the Foodpanda call centre. The guy at the other end was apologetic:

“I am sorry, sir, but your order cannot be processed because of a technical issue.”

“What do you mean technical issue?” the man said. “Let me tell you something, the restaurant has shut down. Okay.”

I had a similar issue three Sundays back with Swiggy, which is a competitor of Foodpanda. Relatives had come home and we decided to order in. Someone was craving Bisibelebath, and I logged on to Swiggy. Sure enough, the nearby Vasudev Adigas was listed, it said they had Bisibelebath. And so I ordered.

Only to get a call from my “concierge” ten minutes later saying he was at the restaurant and they hadn’t made Bisibelebath that day. I ended up cancelling the order (to their credit, Swiggy refunded my money the same day), and we had to make do with pulao from a nearby restaurant, and some disappointment on having not got the Bisibelebath.

The cancelled order not only caused inconvenience to us, but also to Swiggy because they had needlessly sent a concierge to deliver an impossible order. All because they didn’t have intelligence on the inventory situation.

All this buildup is to make a simple point – that inventory intelligence is important for on-demand hyperlocal startups. Inventory intelligence is a core feature of startups such as Uber or Ola, where availability of nearby cabs is communicated before a booking is accepted. It is the key feature for something like AirBnb, too.

If you don’t know whether what you promise can be delivered or not, you are not only spending for a futile delivery, but also losing the customer’s trust, and this can mean lost future sales.

Keeping track of inventory is not an easy business. It is one thing for an Uber or AirBnB where each service provider has only one product which is mostly sold through you. It is the reason why someone like Practo is selling appointment booking systems to software – it also helps them keep track of appointment inventory, and raise barriers to entry for someone else who wants the same doctor’s inventory.

The challenge is for companies such as Grofers or Swiggy, where each of their sellers have several products. Currently it appears that they are proceeding with “shallow integration”, where they simply have a partnership, but don’t keep track of inventory – and it leads to fiascos like mentioned above.

This is one reason so many people are trying to build billing systems for traditional retailers – currently most of them do their books manually and without technology. While it might still be okay for their business to continue doing that (considering they’ve operated that way for a while now), it makes it impossible for them to share information on inventory. I’m told there is intense competition in this sector, and my money is on a third-party provider of infrastructure who might expose the inventory API to Grofers, PepperTap and any other competitor – for it simply makes no sense for a retailer to get locked in to one delivery company’s infrastructure.

Yet, the problem is easier for the grocery store than it is for the restaurant. For the grocery store, incoming inventory is not hard to track. For a restaurant, it is a problem. Most traditional restaurants are not used to keeping precise track of food that they prepare, and the portion sizes also have some variation in them. And while this might seem like a small problem, the difference between one plate of kesari bhath and zero plates of kesari bhaths is real.

Chew on it!

Why Grofers is not a sustainable business

When I meet acquaintances for “gencus” nowadays, one of the things we somehow end up talking about is the startup world and inflated valuations of some Indian tech-enabled startups. The favourite whipping boys in any such discussions are food delivery companies such as Swiggy or TinyOwl and grocery delivery startups such as Grofers.

All three aforementioned companies have raised insane amounts of money and are making use of these insane amounts of money to poach employees at inflated valuations. They are also launching significant “above-the-line” advertising campaigns making use of the funds they are flush with. Yet, there is one fundamental concept that indicates that these companies are not likely to go far.

The whole idea of e-commerce is that you trade inventory costs for transportation costs. In “traditional” offline retail, transportation costs are low, since everything is transported in bulk, up until the retail store. In exchange for this, there are significant inventory costs, since inventory needs to be stored in a disaggregated fashion (at each retail outlet) pushing up uncertainty, and thus costs.

E-commerce works on the premise inventory is held in an aggregated fashion thus pushing costs down significantly (especially for “long tail” goods). In exchange, the entire transportation supply chain happens in an expensive “retail” manner. Thus, you save on inventory costs but incur transportation costs.

The problem with businesses such as Grofers is that they incur both costs. First of all, since they rely on picking up goods from retail stores, the high inventory cost is incurred (the hope is that retailers will give Grofers bulk discounts, but that is capped at a fraction of the margin that retailers make). And then, since Grofers transports the item to the customer’s location, retail transportation cost is incurred (whether it is directly paid for by the customer or by Grofers is moot here, since it has the same effect on prices and volumes). Thus, Grofers incurs costs of inefficiencies of both online and offline retail, and is thus a fundamentally unsustainable business.

It can be argued that Grofers offers a degree of convenience that you pay Grofers rather than incurring the cost yourself of getting the goods from the shop. This has two problems, though – firstly, a large number of small and medium retailers in India anyway offer free home delivery (and take orders by phone). Secondly, the cost incurred by Grofers for delivery is a transaction cost and irrespective of who bears it, it results in a reduction of total volume of transactions.

In its last round, Grofers raised $35M. Given the above fundamental inefficiency in its model, it is hard to see the business being worth that much in the long term.

Startup bragging and exaggeration rights

It seems to be common knowledge that startups like to exaggerate their results when they talk to the media. While I’ve known this for a long time, I was rather startled to see the numbers put out by a company I know, which seems to be an order of magnitude larger than what is actually the case. And when I was discussing with someone else in the know, I was told that this degree of overstating (especially to the media) is a common thing in the startup world.

In “normal” companies, overstatement of numbers is a massive crime, and shareholders can prosecute the management for such activities. Yet, it seems like investors in startups (funded startups seem to do this all the time) don’t seem to mind this at all. What is the difference?

“Normal” steady-state companies usually don’t have to raise capital too often. After they’ve raised a certain amount, hit steady state and gone public, raising more capital is a rare event. Also that they are public means that you have “gullible households” who own equity, and investor protection laws mean that they need to state incomes and other financial information to the best of their knowledge, and any cooking of the books can lead to prosecution.

For a startup, on the other hand, raising capital is a “normal” (as opposed to “extraordinary”) event, and its investors are mostly sophisticated investors (apart from gullible employees who have been forced to take equity for “skin in the game”). By overstating its numbers, especially in the popular media (hopefully now with the Registrar of Companies), startups can hope to create greater buzz which increases the likelihood of getting a next round of investment at a higher valuation.

Notice that in this case investors are also okay with the books having been cooked since they aren’t playing the dividend game but have a short term goal of raising more funds at higher valuations. And if overstating numbers can help that, so be it!

Why VCs continue to fund me-too startups

In a previous post, I had written about how a large number of startups in India are “me-too” companies, and that a sector, once it becomes hot, gets overcrowded. I had also expressed incredulity at the fact that Venture Capitalists continue to fund such “me-too” startups despite knowing that they are copies of companies that exist.

Thinking about it, however, there is one reason that makes the decisions by VCs to fund me-too startups worthwhile – mergers and acquisitions. And this hypothesis is based on M&A activity in the “hyperlocal delivery” (one of those “hot” buzzphrases) space.

Nowadays, due to activity in the sector, the hyperlocal delivery sector has become the equivalent of Pets.com from the turn of the millennium. At a conversation a month ago, for example, a bunch of us weren’t able to fathom how something like Swiggy is valued at what it is, given its decidedly low-tech business of taking packed food from restaurants and delivering it to customers. A couple of months before that, TinyOwl, which is in a very similar business, had raised similar money.

But then two events in the recent (and maybe not-so-recent) past have indicated why VCs continue to invest (and heavily ) in such sectors. Firstly, in February, Foodpanda acquired the Indian operations of Justeat. Both companies are in the business of delivering packed foods from restaurants to people’s homes. And last week, grocery retailer BigBasket acquired Delyver, yet another company in the business of transporting packed food from restaurants to homes.

There is this Panchatantra story about a Jackal and a dead elephant. Basically a jackal comes across a dead elephant, and wants to eat it. But for this, he has to fight off other competitors, and also get the elephant’s skin torn in the process. The story involves how he uses different strategies to outwit different animals. Here is a youtube video, not very well made, of this story:

This is the cover of the  Amar Chitra Katha edition where I first came across this story.

And this link has a good summary of the story, all you need to know. Exactly like how it’s in the Amar Chitra Katha story.

The moral I derive from this story in this context is that there are different ways to deal with opponents/competitors. Some opponents you just fight off and finish. Others you learn to coexist with. Yet other you simply “swallow” or acquire. Each of them has its own set of payoffs.

Based on the deals described above, what we notice in the “transport-of-packed-food-from-restaurant-to-homes” business is that companies are preferring to swallow each other (and coexisting with some others) rather than fighting. And when one company acquires another, investors in the target company get a “soft landing”, and don’t lose all of their investment (though it is well possible that the acquisition happens at a valuation lower than that when the investors invested, but ratchets might take care of that).

Apart from investors not losing too much, the advantage of acquisitions is that existing infrastructure of an erstwhile competitor can be leveraged. And when companies are in growth mode and profit and cash are not as important as growth, an acquisition works really well in generating significant inorganic growth. It is a win-win for multiple reasons.

The fact that mergers are the preferred way of getting rid of competition in the startup world puts a cap on the losses an investor might have to bear on an investment (and there are ratchets in any case). And since the downside is now limited, the risk of investing in a me-too startup is significantly lower. In other words, investors invest in a me-too startup since they believe that in the near-worst case it will get acquired rather than shut down. And as a further consequence, there is more incentive for entrepreneurs to set up me-too startups (assuming they can get funded) rather than venturing into virgin territory.

Investing in dabbil-dabbi startups

So the wife has come up with this new concept – “dabbil-dabbi startups“. Check out this scene from yedurmane ganDa, pakkadmane henDthi where miser Shashikumar is looking for the money that he has stored inside a series of boxes (watch at 3:48 here).

So the wife’s point is that startups nowadays are not adding value by themselves but instead simply offering an additional layer around an already existing product/idea. This, she says is similar to Shashikumar in the above scene putting one box inside the other – basically no real value is added.

I take this analogy further, perhaps distorting it in the process, like any analogy taken too far. Basically in the above scene, Shashikumar, after opening all the boxes inside boxes, retrieves money from the innermost box and rhetorically cribs that the money hasn’t grown.

Similarly, when an investor invests in a “dabbil-dabbi” startup, his money meets the same fate as Shashikumar’s in the movie – there is no growth!

So think twice before investing in a dabbil-dabbi startup.

Startup equity and the ultimatum game

The Ultimatum Game is a fairly commonly used game to study people’s behaviour, cooperation, social capital, etc. Participants are divided into pairs, and one half of the pair is given a sum of money, say Rs. 100. The objective of this player (let’s call her A) is to divide this money between herself and her partner for the game (whom we shall call B). There are no rules in terms of how A can divide the money, except that both sums need to be non-negative and add up to the total (Rs. 100 here).

After A has decided the division, B has an option to either accept or reject it. If B accepts the division, then both players get the amounts as per the division. If B rejects the division, both players get nothing.

Now, classical economics dictates that as long as B gets any amount that is strictly greater than zero, she should accept it, for she is strictly better off in such a circumstance than if she rejects it (by the amount that A has offered her). Yet, several studies have found that B often rejects the offer. This is to do with a sense of “unfairness”, that A has been unfair to her. Sociologists have found that certain societies are much more likely to accept an “unfair division” than others. And so forth.

The analogy isn’t perfect, but the way co-foundes of a startup split equity can be likened to a kind of an ultimatum game. Let’s say that there are two people with complementary and reasonably unique skills (the latter condition implies that such people are not easily replaceable), who are looking to get together to start a business. Right up front, there is the issue of who gets how much equity in the venture.

The thing with equity divisions between co-founders is that there is usually not much room for negotiation – if you end up negotiating too hard, it creates unnecessary bad blood up front between the founders which can affect the performance of the company, so you would want to get done with the negotiations as soon as possible. It should also be kept in mind that if one of the two parties is unhappy about his ownership, it can affect company performance later on.

So how do the founders decide the equity split in this light? Initially there will be feelers they send to each other on how much they are expecting. After that let us say that one of the founders (call him the proposer) proposes an equity division. Now it is up to the other founder (call him the acceptor) to either accept or reject this division. Considering that too much negotiation is not ideal, and that the proposer’s offer is an indication of his approximate demand, we can assume that there will be no further negotiation. If the acceptor doesn’t accept the division that the proposer has proposed, based on the above (wholly reasonable) conditions we can assume that the deal has fallen through.

So now it is clear how this is like an ultimatum game. We have a total sum of equity (100% – this is the very founding of the company, so we can assume that equity for venture investors, ESOPs, etc. will come later), which the proposer needs to split between himself and the acceptor, and in a way that the acceptor is happy with the offer that he has got. If the acceptor accepts, the company gets formed and the respective parties get their respective equity shares (of course both parties will then have to put in significant work to make that equity share worth something – this is where this “game” differs from the ultimatum game). If the acceptor rejects, however, the company doesn’t get formed (we had assumed that neither founder is perfectly replaceable, so whatever either of them starts is something completely different).

Some pairs of founders simply decide to split equally (the “fairest”) to avoid the deal falling through. The more replaceable a founder or commoditised his skill set is, the less he can be offered (demand-supply). But there are not too many such rules in place. Finally it all boils down to a rather hard behavioural problem!

Thinking about it, can we model pre-nuptial agreements also as ultimatum games? Think about it!

Startup salary survey

I think I’ve come up with what I think is a really cool metric to value the tradeoff between your salary at a startup and the equity stake that you are given. For lack of a better name, I call this “multiple of foregone income”:

Let’s say that your “market salary” is $ 100,000 (pulling this number out of thin air), and since you are joining an early stage company which 1. cannot afford your market salary and 2. wants you to have some skin in the game, let’s say that you agree for $80,000. Now, your “foregone income” is $80,000 per year since that is the cut you are taking from what you think is your “market income”.

Let’s say the company is worth 10 million dollars (as per the latest round of funding before you join, assuming there has been one) and they give you a 1% stake (which amounts to $100,000), then the “multiple of foregone income” is 5 years ($100,000/$20,000 per year). If the company gives you equity that is worth $200,000, then your “multiple of foregone income” is 10 years.

Now I’m trying to figure out what the “normal” range of this multiple is. For this purpose I’ve created this form that I request you to fill out. I’m not asking for any personal details, the survey is completely anonymous and it will only take a minute of your time.

Thanks in advance! In return for your participation in the survey, I’ll publish aggregated results on the measure!