Tag Archives: Valuation

How Does A Convertible Note Works For Startups?

How Does A Convertible Note Works For Startups?

A convertible note is an investment instrument intended to provide a startup company with early stage financing.

It’s a compromise of sorts, blending the downside protection associated with a loan and capturing the upside potential of selling equity shares.

Why are they used?

It can be very difficult for investors and entrepreneurs to agree on the valuation of an early stage company. Valuations are complex, and require a considerable amount of time and data that early stage startups just don’t have. A convertible note for startups allows the valuation conversation to be delayed until later down the road when a valuation can be more easily determined. Typically, this occurs at the next funding round. At which time, the note will convert from a loan to equity.

What’s the “discount rate” and other terms?

Early stage investors that invest in the form of a convertible note expect to be appropriately compensated for the extra risk taken by investing at such an early stage. As such, when a valuation is determined at a subsequent round of investment, the early stage investors typically receive a “discount” on that valuation where their investment gets converted at a cheaper valuation. The discount rate is predetermined and agreed upon at the time of signing the note. 20% is a common discount, but it can range widely from around 10% on the low end to 35% on the high end.

Here’s an example of the convertible note process:

Joe Angel invests $500K in a seed round investment
Startup issues Joe Angel a convertible note for $500K that has an automatic conversion feature at the next round of financing with a conversion discount of 20%
Startup closes a $1M Series A round with a VC at a pre-money valuation of $5M
VC receives 16.67% equity
Joe Angel’s note will convert to equity at a 20% discount on the pre-money valuation for 10% equity

The above return does not account for interest on the loan, which typically ranges from 5-7%. It’s not paid out like a regular loan, but instead accumulates and then the interest is added to the conversion amount at the end of the Series A startup funding round.

Main benefits:

Convertible notes are attractive for both the startup founders and potential investors. The startup needs this type of early funding to prove their concept and build momentum, and it gives savvy investors a way to gain significant discounted equity in a potential rising star.

Other benefits include:

Relatively simple to create, especially when compared to the preparation and legal resources needed for later funding rounds. The negotiations around valuation can be deferred, so the founders can focus on initial strategy and refining their service offering
Early investors should receive discounts because they took a chance on the firm at its earliest stages and they then often remain as loyal long-term investors.

Some caveats:

With the discount, the startup does give the investor a bigger stake in the company compared to the same money received by other investors, but this early-stage investment is often required in order to reach any growth.

On the investor’s side, they need to look very closely at the startup to be sure they are not taking on outsized-risk. The risk involved is higher than what is reflected in the typical 20% discount of the convertible note. This simply boils down to the challenges facing startups to actually move forward from seed to Series A funding rounds. Less companies are able to do it as they don’t build enough momentum to warrant larger-scale VC money.

Another risk for convertible note financing can come if the convertible note is too large. The problem can come when it converts to represent a big portion of the next round, which might discourage other investors from coming on board because they’re limited in the potential equity stake.

If you have a question about pursuing a convertible note strategy for your Startup or you’d like to discuss our business plan writing services, feel free to contact us for a free consultation!

How To Measure and Achieve Product/Market Fit

TSG_ProductMarket from The Startup Garage

How To Measure and Achieve Product/Market Fit

Product/Market Fit is a term that was coined to define the process of creating a product that resonates
with a specific target market(s).

Taking this definition a step further, Product/Market Fit is proving sufficient demand within a target market segment to justify the spending of capital (human and financial) in order to begin scaling the company.

The definition of Product/Market Fit is fairly straight forward, achieving it is far more abstract.

How do you know when you’ve achieved Product/Market Fit?

When do you transition from a bootstrapped startup focusing all your resources on product development to an accelerated startup that is ready to begin scaling?

Answering these questions correctly can be the make or break for any young company.
Most startups don’t get second chances to scale the business, so timing is everything.
As a result, it is crucial to start measuring Product/Market Fit as early as possibly, to measure it often, and to continually fine-tune your product until you’ve gotten it right before you consider scaling.

Measuring Product/Market Fit is a bit of an art and a science. On the one hand, you can feel when Product/Market Fit is or isn’t happening.

Answering some of the following questions can help you assess the Product/Market Fit Feeling

– Are you getting new customers with little to no marketing strictly through word of mouth?

– Does your sales cycle take too long?

– Are your conversion rates above/below industry standard?

– Are you getting exciting press reviews and interviews?

– Are you struggling with holding sufficient inventory?

– Do you need additional sales and customer support staff to satisfy new customers?

On the other hand, you can use data from customer surveys as a way to measure Product/Market Fit.
Essentially, you are gathering information that will allow you to gauge how much value your customers are getting from the product and how disappointed they would be without having access to your product.

If half of your customers or more could live without your product then it is a safe bet that you haven’t achieved Product/Market Fit (disclaimer: this benchmark will vary from industry to industry based on average churn rates, customer lifetime, customer lifetime value, cost to acquire new customers, etc).

Achieving Product/Market Fit

Once you’ve achieved Product/Market Fit, you are ready to begin scaling the business. In order to scale,
you need to implement a business model that allows you to acquire customers at a profit while still
delivering on the customer benefits and value that got you here in the first place. Continue to test and
tweak your business model until you’ve developed a well-optimized and scalable customer acquisition

Then, you are ready to pour gasoline (sales and marketing dollars) on the fire (a startup with
proven Product/Market Fit and business model).

Taking the time to fine-tune your product until you’ve achieved Product/Market Fit will greatly improve
your likelihood of strong conversion rates and successfully scaling the business. It will also allow you to
reach scale with less capital (giving up far less equity in the meantime).

If you have a question about your Startup business idea or you’d like to discuss our business plan writing services, feel free to contact us for a free consultation!

How to Determine Your Startup’s Valuation for Investors

Startup Valuation from The Startup Garage

How to Determine Your Startup’s Valuation for Investors

Startup Valuation

One of the biggest questions from startups is, “How much money should I ask investors for?”

What they should really be asking is, “What is my company’s valuation?” You must know how much your company is worth before asking for any amount of money. And when you do, you want to make sure it is the minimum amount you need to make your idea work. It is not a good idea to under or overestimate thinking you can either get your foot in the door or negotiate down with an investor. It can ruin your credibility and chances of getting funding before investors even look at your business plan.

Making Your Case To Investors

Now that you have a general idea of how much your company is worth, here are some things to think about and how you use that information to justify your request to investors.

  1. Consider implied ownership cost. Don’t ask for an investment that is more than your business’ valuation. If your valuation is $1M, you can ask for $200-300K and offer 20-30% of equity in exchange.
  2. The type of investor you chose is important to how much capital you can ask for. Angel groups will not consider an offer over $1M.
  3. What stage is your company in? If you are in the early stages, but have a prototype, angels might be interested. Keep in mind if your company is still in the “idea” stage, it has no valuation and investors other than your friends and family will not be interested.
  4. See where your cash flow bottoms out, and add a buffer. To be credible, your request size must tie into your calculated financials.
  5. What are the investment terms? The most common is an equity investment. You need to figure out what works best with the valuation of your business and choose terms that will keep the investment amount credible.
  6. Single or staged delivery. You can request to schedule a single investment in tranches, based on milestone achievements. This can allow a larger commitment and lowers investor risk.
  7. How are you using your funds? Investors expect uses to apply to your core mission and want to see a “use of funds” list.
  8. Estimate a return on investment. To help your credibility, project a return on investment at the time of exit.

It is difficult to determine the appropriate size of investment, but it is important to get it right the first time in order to keep hold of your credibility.

Want To Learn More?

Raising Capital from Angel Investors eBook

Download our free Raising Capital from Angel Investors eBook.

This guide will walk you through the process of obtaining seed capital for your startup. This book includes:

  • An overview of the angel investor process and who they are
  • The milestones angel investors look for when evaluating your business
  • Strategies for finding the angels best fit for your startup
  • How to nurture the relationship, prepare for the meeting and deliver the pitch
  • Rounding out the details and preparing for the future

Angel Investment Trends in Q1 2013

Angel Investor Trends in 2013 from The Startup Garage

Angel Investment Trends in Q1 2013

Angel Investor Valuations Remain Strong

Angel investor median deal sizes increased as valuations remained strong in the first quarter of 2013.  The majority of deals went to healthcare, mobile and internet startups.  Highlights from angel investing in the last quarter include:

  • The median angel deal size for Q1 2013 reached $680K – up 5% since last quarter and 24% since the same quarter last year.
  • 81% of deals were completed in angel groups’ home states.
  • Median pre-money valuations for angel deals remain unchanged from 2012 at $2.5M, dispelling the great ‘bubble myth.’
  • Internet, healthcare and mobile dominated angel investment dollars, receiving over 72% of overall angel deal flow.
  • The most active angel groups in Q1 included Alliance of Angels (CA), Desert Angels (MA) and Golden Seeds (NY).

All data thanks to CB Insights.

Whether you have a question about Angel Investment or you’d like to discuss our business plan writing services, feel free to contact us for a free consultation!

How Startup Valuation Works

How Startup Valuation Works from The Startup Garage

How Startup Valuation Works

A valuation is simply an estimated value of a company and is often based on assumptions surrounding the company’s current and future potential. There are several factors to consider when valuing a company including the startup stage that the company is in, prior successes, how much money is needed and for what purposes, the type of investor that is being targeted, how similar companies are valued, the management team of the company and the exit strategy…just to name a few.

How Startup Valuation Works

The following infographic by Founders and Founders details how startups are valued:

A valuation is simply an estimated value of a company and is often based on assumptions surrounding the company's current and future potential. The Startup Garage


Whether you have a question about Startup Valuation or you’d like to discuss our business plan writing services, feel free to contact us for a free consultation!

Asian eCommerce Investment Report

Asian eCommerce Investment Report from The Startup Garage

Asian eCommerce Investment Report

While financing in the Asian eCommerce market remains hot, exit valuations remain rather dreary.

Since 2010, $6.9B has been invested in Asian eCommerce companies across 383 deals from venture capital investors.  Both deal volume and funding activitiy to the region are up 30% and 56% year-over-year respectively.  Not surprisingly, India and China dominate the majority of this activity.

While the number of exits has continued to grow, the valuations of these exits have not been as high as investors might have hoped.  The majority of exits have been relatively small as far as venture-level exits are concerned, at less than $50M.  Nonetheless, there were 29 exits of Asian eCommerce companies in 2012 with 14 exits year-to-date in 2013.  Despite 60% of Asia’s disclosed eCommerce exit valuations coming in at less than $50M, clearly investors believe the tide will turn as they continue to pour millions into the market.

Statistics thanks to CB Insights.


Whether you have a question about eCommerce Investment, or you’d like to discuss our business plan writing services, feel free to contact us for a free consultation!

M&A Update: Medical Device Valuation Multiples Decline in 2013

Medical Device Valuation Multiples Decline in 2013 from The Startup Garage

M&A Update: Medical Device Valuation Multiples Decline in 2013

Since 2011, 252 private medical device companies have been acquired. M&A deals levels. In the trailing four quarters (Q2’12 to Q1’13), there have been 132 private medical device companies acquired versus 97 in the prior four quarters (Q2’11 to Q1’12) highlighting 36% growth YoY.  Almost 9% of the private medial device M&A exits have seen valuations of more than $1 billion.

Although the valuation multiple ranges were quite wide in 2011 and 2012, we are seeing a tightening and contracting of these multiples in 2013 as demonstrated in the graph below that highlights the distribution of price/sales valuation multiples for these private company acquisitions.

The Startup Garage. TSG Enterprise. The Startup Garage. TSG Enterprise. The medical device industry is seeing a tightening and contracting of valuation multiples in 2013.

More information can be found here.


Whether you have a question about Medical Device Valuation Multiples, or you’d like to discuss our business plan writing services, feel free to contact us for a free consultation!