Building Convertible Debt into the Premoney Valuation

Having a relatively small about of convertible debt on your balance sheet prior to your Series A financing is not a bad thing.  I am a big fan of convertible debt (with appropriate terms).   Typically the convertible debt automatically converts in a Series A round of at least $X within Y time frame.  So $X might be at least $1mm and Y time frame might be within 18 months of the convertible debt issuance.  The X and Y are negotiated, with the Y typically being a date shortly before the convertible debt is all used up by the company in its operations.

One interesting point that comes up a lot is how to factor the convertible debt into the premoney valuation of the Series A round.  Let’s assume the following:

  • Common Stock outstanding:  3,400,000 shares owned by the founders.
  • Option pool:  500,000 shares (some issued, some reserved, but that is typically irrelevant as the whole pool is normally factored into the premoney share price calculation)
  • $62,000 of convertible debt outstanding with $13,700 of aggregate interest accumulated, which also converts as well in the qualifying round.  And let’s assume that the debt has a 20% conversion discount.  I am going to ignore any valuation cap feature.
  • Series A premoney valuation negotiated to be $3mm.

So, to calculate the Series A share price, you take the premoney valuation of $3mm and divide it by the number of premoney shares, which again will typically include the whole option pool.  So, $3mm/(3,400,000+500,000) = $.7692 per share.   That would be the share price of the Series A stock being sold to new Series A investors.

But, what about the convertible debt?  The convertible debt has what I like to call “purchase power” equal to ($62,000+$13,700)/(1-20%)= $94,625.  That is how much Series A stock will be issued to the debt holders.

If you don’t factor this purchase power into the premoney valuation, the Series A new investors are going to end up with less than what they expect.  In our example, if the premoney is $3mm and the Series A new investors are putting in $1mm, then they expect to own 25% of the company after the closing ($1mm invested/$4mm post money).  But, when you factor in the convertible debt purchase power, the post money valuation is actually $4,094,625 (just $3mm premoney plus $ amount of Series A sold).  So the new Series A investors end up with 24.4% ($1mm/$4,094,625).   Granted, that is not much dilution, BUT what if there were like $600K of convertible debt instead of $62K.  Ouch, then the dilution is real.

The easiest way to deal with this issue (and the way I like to deal with it), is to simply subtract the convertible debt purchase power from the negotiated premoney valuation.  So, in our example, the new premoney valuation would be $3mm minus $94,625 = $2,905,375; the new Series A share price would be $2,905,375/(3,400,000+500,000) = $.7450 per share (note how it is lower than the per share price calculated above).   And the post money would be $2,905,375 + $1,094,625 (which is the total Series A sold including the convertible debt) = $4mm.  And, viola, the new Series A investors who put in the fresh $1mm own 25% post money.

The one big issue to keep at the front of your mind is that the more convertible debt you have on your balance sheet prior to the Series A round the bigger the impact on the “true” premoney valuation (in the downward direction).   It can get painful so make sure to manage your expectations.

Tips for the New Facebook Marketer

Here are some tips from Stanna Johnson who works at Qwaya.  Completely outside my areas of experience.  Enjoy…..and thanks Stanna!

Facebook Marketing for Startup Brands 

With over a billion people on Facebook, it’s the most vibrant social media site in the history of the Internet. Naturally, thousands of new startup brands are pouring onto the site every week, all in hopes of creating a huge following and boosting their businesses.

If you’re one of the new start-up brands out there looking to carve out your slice of the pie, the first step you need to take is to learn about market via some practical, user-friendly tips.

Tips for the New Facebook Marketer

1: Proper Page Creation

What is your goal on Facebook? Creating a brand and developing an audience is something anyone can do on a social level if they’re playing to the crowd. You’re looking to go well beyond that; you’re looking to attract those most likely to become repeat customers and long-term fans of your page. Think about this while creating your page. A professional brand that plans to cater directly to your market’s needs is what’s more likely to help you with long-term goals rather than a short-term, flash-in-the-pan pandering page. Keep it streamlined and customized, not MySpace-esque.

2: Emphasizing Quality, Frequents Posts

Two mistakes startup marketers make: Either not enough posts or flooding the page with irrelevant posts. You should work on a schedule and release high-quality material. Now, this doesn’t mean the schedule is set in stone, but if you’re updating twice a week, try to keep it coming twice a week. And always work to add something of value in a post. People need a reason to continuously return to your page, not to even mention that they need a good reason to show up in the first place. You have a target market, so give it what it wants via frequent high-quality material.

3: Enticing Sign-ups

Getting people to sign up with something on your site, like a contest or for a free gift, will give you vital information to use to lure more people into your conversion funnel. Sign-ups also make people a part of your personal network, so you can advertise to them more effectively by doing less, i.e. having your posts show up in some of your audience’s news feeds. So think about different ways by which you can influence people to take the action of signing up with an element of your brand.

4: Encouraging Interaction

What’s the number-one way to transform an average fan into a legitimate customer? Engagement. Material that’s engaging also helps you to attract more fans, and it creates a beautiful cycle that will benefit your business in numerous ways. So think about material that evokes a positive reaction from your audience. Think about material that a fan would like to share with their friends. You should encourage engagement and interaction via your brand.

5: Listening to Your Audience

You’re going to receive some negative feedback while advertising on Facebook. There’s no way to avoid it. So one of the best tips you can use is to actually listen to the feedback, unless it’s just vulgar and pointless, and work to correct your approach. You’re targeting a market here. If that market is upset or wants a change, listen to it, hear it, and quickly act.

6: Learning From Your Experience

This is a tip not emphasized nearly enough. The only way to grow as a brand is to grow into the market. You’re most likely not going to have the power to dictate terms to a market, and thus you must adapt to exist within it. By studying the competition, focusing on Facebook ad analytics and touching up campaigns, dealing with different opt-in-inducing features, creating dialogue and interacting, and taking advice, you will begin to learn what it takes to achieve in this type of marketing. The goal, of course, is to realize that you’re never bigger than the market. Learn from it and grow with it.

Becoming a successful brand is never as simple as following some practical tips. However, implementing solid strategic steps does put you in a much better position to achieve success. Everyone has to start from some point, and your willingness to use some sensible tips may just make the process less difficult.

Post written by Stanna Johnson from Qwaya. Stan is an online writer and a social media enthusiast who loves to write about the latest social media trends. Feel free to leave your questions and comments below and she’ll surely answer it.

Best Startup Blog Posts of 2012

I am not a huge fan of all the “Best Of” lists that come out just after Christmas, but I just read one that is absolutely worth a look.  It is a full compilation, broken down by practical categories, of the best startup blog posts of 2012.

Here it is – Best Startup Blog Posts of 2012.  It is like a startup textbook!  Enjoy.

When Does a Seed Stage Company Need a Board with More Than Just the Founder?

I recently engaged in a conversation (over a few days) about the need for a seed stage company to have a board member other than the founder.  There is not a “right” answer to this, but the positions are worth exploring.  For clarity, a company with one founder can have a one member board (assuming a corporation).  Might be kind of lonely, but completely legal.

There are many angel investors that rarely take or want a board seat.  It is not their operating model.  Dave McClure (500 Startups) and David Lee (SV Angels) are 2 examples, but there are many many others.  Their model is invest relatively small amounts in ($50K to $200K) in lots and lots of companies.  No way to be actively engaged with all of them day in and day out with board seats.

And there are some angel investors that know that even with “light” preferred stock terms (sometimes called Series Seed), there is enough control built into the terms of the preferred stock that the company is still mostly restricted when it comes to making key decisions.  So why need a board seat when the control already exists? Fair point.

My subjective view is that once a company raises money from a few institutional investors over $400K – $500K in total that the company should have an investor representative on the board.  This is particularly true if the founding team is new in terms of “running a company” experience.  I think that the founders will benefit from the oversight and hopeful board partnership and I think that the investor board member benefits by being more engaged and learning more about the business.

This can be a tricky line.  The decision to have an investor on the board is really one for the founder.  If the investor insists, the founder can turn them down (if other investors are waiting in the wings).  And the other investors not taking a board seat should defer to the founder’s desires too.  If the founder is ok with an investor board member that is the what counts.

One final thought – what about the VC’s fiduciary duties to its own investors (called limited partners).  We are investing other people’s money.  Let’s say a seed stage company raises $600K from a group of seed stage VCs.  It is reasonable to think that the limited partners would expect their money managers (i.e., the VCs) to have a board representative to better oversee the investment and hopefully help build value at the company?  I think many limited partners would answer “yes”.

Love to hear your thoughts on this.  Happy holidays too!

MBAs vs the Education Market: The Rise of Education Startups

Here is a guest post from Emma Collins that looks at the growth of education-technology ventures, and what these new models may mean for the future of both learning and business. Emma has recently written a guide to this year’s greatest online MBA schools, and is very knowledgeable about most things impacting the higher ed sphere.  So, I hope you enjoy her piece:

MBAs vs the Education Market: The Rise of Education Startups

Over the past few years, a growing number of education-tech companies have seen a surge in funding from venture capitalists. Even in the midst of a harsh and hyper-competitive economy, investments in the education-tech companies nationwide have tripled in the last decade. In 2011 alone, venture capitalists invested $429.1 million in 82 education technology deals, an increase from $334.3 million and 58 deals the year before. “The investing community believes that the Internet is hitting education, that education is having its Internet moment,” says Jose Ferreira, founder of interactive-learning company Knewton. Knewton secured a $33-million investment in 2011. As the country becomes more accepting of blended and online learning, a growing number of education startups have begun offering cutting edge services and products designed to deliver education to all those who seek it.

Despite a great deal of enthusiasm, some are concerned that the education-tech boom will prove to be a bubble, creating ripples through the economy and negatively affecting millions of customers and students. Silicon Valley veterans cite a similar wave of education-tech companies in the late 1990s that debuted along with the greater online boom. However, like most early internet companies, the vast majority never survived their first few years. Critics have also pointed to the massive rise in for-profit online colleges, many of which have come under fire for focusing on profits at the expense of quality education, student satisfaction and student retention.

In July 2012, a report was released of a two-year investigation of for-profit colleges like the University of Phoenix by Iowa Senator Tom Harkin. The report was highly critical of nearly every aspect of the for-profit college industry. Findings in the report show that students spent $32 billion on for-profit colleges within the past year, though the majority left without a degree, with the median time from start to quitting only four months. Meanwhile, 96% of students who went to for-profit colleges took out loans, compared to 13% of community college students and 48% of students in four-year public schools. Despite the for-profit sector accounting for only about 13% of college enrollment in the US, it comprises nearly half the loan defaults.  “In this report, you will find overwhelming documentation of exorbitant tuition, aggressive recruiting practices, abysmal student outcomes, taxpayer dollars spent on marketing and pocketed as profit, and regulatory evasion and manipulation,” Harkin said.

Today’s new crop of startups appears to be avoiding the lure of quick profits in favor of sustainable long-term success by maintaining a business model that maintains open, quality education as the chief priority. Many of the companies, like Coursera and edX, are working with prestigious schools like Harvard, Princeton, MIT and the University of California-Berkeley to offer free online courses taught by full-time professors themselves and using the same materials and coursework as the school’s official courses. Coursera was founded by two Stanford computer science professors, and edX by a collaboration between Harvard and MIT as a way to make education more open and democratic. Within six months of its launch, Coursera has already drawn 1.3 million students and is constantly attracting more university partners who are eager to take part in higher education’s latest evolution. John Doerr, a capital investor and Coursera board member, points out that $1.3 trillion is spent on education annually, meaning these companies hold the potential for significant profits in the coming years.

Jason Lange, founder of BloomBoard, a Palo Alto company that makes teacher-evaluation software, acknowledges that education is “a brutal industry averse to change in every way, shape and form.” Yet, he says the declining prices and increased sophistication of technology make this an “unprecedented time” for change. BloomBoard offers software that allows school administrators to review their teachers, and offers paid add-ons like a dashboard that suggests how schools can improve by pairing up certain teachers. After a year, BloomBoard raised $1.5 million from funders, including Palo Alto incubator Imagine K12, which tries to encourage more start-ups to drive change in the education field.

The startup Noodle is another new company of note. It is a search engine devoted solely to navigating the rapidly growing online education resources, and is itself a sign of education-tech’s growing influence, The influence of companies like BloomBoard, Noodle and their constantly growing number of peers is inspiring a revolution in education that will be nearly impossible to reverse. As millions of people integrate technology into their lives, these start-ups are opening education to a global populace which is proving eager to make the most of these new-found academic opportunities.