For years, many have believed the startup world would be doomed by the “Series A Crunch,” the natural result of an explosion of seed funding paired with an increasingly high bar required to earn a Series A. Industry observers believed we’d be witnessing a train wreck of epic proportions as companies died off. But the market has created a new product to solve the problem — the seed extension.
These differ from your classic seed. They tend to have new participants, unlike the more classic extension, which is merely the insiders injecting additional capital into the company. Some are quite large — say $2-3 million, often more than the original round being extended. Valuations tend to be flat or flat-ish. “Extension” can have many definitions these days, and many names (“Seed 2,” “Seed Prime,” “Seed to A”).
Despite increasingly high valuations at the late stage and a seemingly infinite number of venture funds, more and more of our companies are doing extensions.
Why do founders need lifelines?
The emergence of this new financing round is the result of a couple of phenomena. First is the sheer growth in the number of early stage/seed sector of funds. When Founder Collective started in 2009, there were a couple of institutional seed funds. Today there are hundreds. As a result, there’s a lot of early stage money chasing startups with valuations in the $5-12 million range.
Second, the classic Series A and B shops are getting larger, many having billion-dollar funds. Unicorn hunting (or in some cases, “Pre-unicorn” hunting) has become critical to their standing in the LP community. Thus, many of these funds are willing to pay massive premiums for companies that evidence explosive growth and seem unwilling to take the risk associated with a promising seed-funded company that hasn’t quite nailed product/market fit. In a sense, there’s a bit of a barbell in the market today.
It’s really hard for them to invest in super-early companies that have serious warts when compared to companies that have real, and accelerating, metrics. The partner who brings in the “early A” deal has to make the case just like the partner who brings in the more mature company with a $5 million run rate. For these VCs, their time is a bigger bottleneck than capital.
Is the seed extension the new Series A?
The other issue is that despite Bill Gurley’s warnings about burn rates, most seed companies aren’t actually burning that much money. A lot can be done today with a small team and $50,000 a month. So we’re seeing a lot of companies that took $1 million or less in their “seed” round coming back for a “classic” seed round of $2-3 million (amazing that this is now considered a classic seed, but anyway…).
In many of these cases, the founder simply didn’t raise enough to hit the milestones they promised. Product development often takes twice what was anticipated, and many early stage companies simply didn’t have the capital to achieve what they hoped in advance of an A round. In the end, however, the entrepreneur benefits because they usually see a step up in valuation from the first to second seed.
This is also a bit of a semantic shift. The definition of seed funding has remained fairly stable. A rounds used to go to companies that had figured out the basics of their product but had some challenges with monetization, or vice versa. Today, A rounds are increasingly a sort of early growth capital.
This phenomenon is nothing more to me than the sign of a growing and increasingly competitive market. With pre-seed funds, and follow-on funds, and Seed-A funds, startup funding has been chopped into lots of pieces. In the end, though, they present more funding options, which is great news for the entrepreneur. There is a certain stigma associated with seed extensions, but they’re quickly becoming the new normal, so I expect that will fade over time.
So given this dynamic in the early stage funding marketplace, and the fact that we have funded over 200 seed stage companies, here’s how I coach our companies beginning the “should we go for an extension or shoot for a series A” process:
Go see a few Series A funds — get a few datapoints, but not too many. It’s helpful to get a pulse check on the market. Try to identify warm targets — those investors who already know the company and may have expressed an interest in the past. After meetings and follow-ups with half a dozen or so, it will be clear if the Series A is looking to be a long slog or a straight shot. If the feedback is consistent, I often retrench with the companies and decide whether it’s worth the dozens of pitches required to close a round or whether going back to the seed community for a quick close makes more sense. In some cases, I’ve even seen the Series A/B guys become interested in participating in the extension (though that can bring signaling risk).
Keep your existing investors engaged and excited. The other piece of advice that I hear myself constantly reminding our companies of is to keep the existing investors engaged and excited. Too often, those monthly emails or short phone calls or coffee are taken for granted. Sure, entrepreneurs are busy. But investors start to wonder how the company is faring if they don’t hear anything. In the case of a seed extension, it’s imperative to keep the momentum, especially when the Series A marketplace may provide a negative signal. Little nuggets like customer anecdotes, compelling stats, etc. that the partner on the deal can share with her/his partners help keep up the momentum.
Gut check the insiders. When the company appears to be heading towards a seed extension, with a minimum six months before cash out, it’s wise to start taking a gut check of the current investors. Who plans to write the extension check and for how much? Some funds are automatic in the extension, some will do pro-rata of the total raised, some insiders will price/others will not.
I’ve even seen some investors say they will not do extensions under any circumstance, which frankly feels quite unsupportive. But it’s important for the entrepreneur to know early how much they have from the insiders. The insiders already know each other, so managing them carefully is critical, and the signal from these insiders will speak volumes to the broader funding community.
Those that manage their existing investors correctly will often find that virtually all of them provide a second check. Many funds have already earmarked the capital, and if not, they may take it from their Series A follow-on. Most investors want to support their companies. I’m also increasingly seeing insiders who may have seemed a bit more passive (often non-lead investors) step up and say they’ll lead the extension. This is huge and a reason to keep all your relationships warm — big and small investors alike.
Always be fundraising. Keep your eyes and ears open. One company I invested in was considering going out for a seed extension, and while they were discussing the terms of the note, an investor called asking about the A. The team ultimately decided to take a smaller amount of money from this investor, letting them get back to work more quickly.
Be realistic about the metrics required for a Series A. B2B companies need to show real revenue and multiple name brand partnerships that have progressed beyond pilots. Investors are going to peel the onion. Expect them to do real diligence with your customers. If you don’t have enthusiastic advocates using the product, be prepared for disappointment.
Consumer-focused companies need to be making serious progress. You need to be in the Zeitgeist at some level. You don’t have to be Instagram, but you have to have something. If a VC (or their spouses/kids/associates) hasn’t heard of your company, it’s going to be a tough process.
In both cases, Series A investors will want to see that you’ve hired a team. If you haven’t been able to pry one real superstar away from a lucrative gig at a big company, your chances will be diminished.
The bottom line
When you realize it’s time to discuss a seed extension with your investors, make sure to do your homework. Asking for a seed extension means you underestimated the challenges in your market, need more time in a more challenging Series A climate, or both. Whatever the case, be sure that your new plan will allow you to hit the milestones required for a proper Series A. Think of seed extensions the way you would have asked a professor for an extension on a term paper. If you’re a good student with a compelling excuse, you may get one break — but you’ll rarely get two.
Micah Rosenbloom is a managing partner at Founder Collective, an early stage VC firm based in Cambridge and NYC that has made investments in 150 companies, including Uber, Buzzfeed, and HotelTonight. Follow him at @MicahJay1.
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