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"Pre-money valuation" is a term widely used in the private equity and venture capital industries. It refers to the valuation of a company or asset prior to an investment or financing. [1] If an investment adds cash to a company, the company will have a valuation after the investment that is equal to the pre-money valuation plus the cash amount. That is, the pre-money valuation refers to the company's valuation before the investment. It is used by equity investors in the primary market, such as venture capitalists, private equity investors, corporate investors and angel investors. They may use it to determine how much equity they should be issued in return for their investment in the company. [2] This is calculated on a fully diluted basis. For example, all warrants and options issued are taken into account.
Startups and venture capital-backed companies usually receive multiple rounds of financing rather than a big lump sum. This is in order to decrease the risk for investors and to motivate entrepreneurs. These rounds are conventionally named Round A, Round B, Round C, etc. Pre-money and post-money valuation concepts apply to each round.
There are many different methods for valuing a business, but basic formulae include:[ citation needed ]
Shareholders of Widgets, Inc. own 100 shares, which is 100% of equity. If an investor makes a $10 million investment (Round A) into Widgets, Inc. in return for 20 newly issued shares, the post-money valuation of the company will be $60 million. ($10 million * (120 shares / 20 shares) = $60 million).
The pre-money valuation in this case will be $50 million ($60 million - $10 million). To calculate the value of the shares, we can divide the Post-Money Valuation by the total number of shares after the financing round. $60 million / 120 shares = $500,000 per share.
The initial shareholders dilute their ownership from 100% to 83.33%, where equity stake is calculated by dividing the number of shares owned by the total number of shares (100 shares/120 total shares).
Series A Cap table
Pre-Financing | Post-Financing | |||
---|---|---|---|---|
# of Shares | Ownership Stake (%) | # of Shares | Ownership Stake (%) | |
Owner | 100 | 100% | 100 | 83.33% |
Series A | - | - | 20 | 16.66% |
Total | 100 | 100% | 120 | 100% |
Let's assume that the same Widgets, Inc. gets the second round of financing, Round B. A new investor agrees to make a $20 million investment for 30 newly issued shares. If you follow the example above, it has 120 shares outstanding, with 30 newly issued shares. The total of shares after Round B financing will be 150. The Post-money valuation is $20 million * (150 / 30) = $100 million.
The Pre-money valuation is equal to the Post-money valuation minus the investment amount – in this case, $80 million ($100 million - $20 million).
Using this, we can calculate how much each share is worth by dividing the Post-money valuation by the total number of shares. $100 million / 150 shares = $666,666.66 / share
The initial shareholders further dilute their ownership to 100/150 = 66.67%.
Series B Cap table
Pre-financing | Post-financing | |||
---|---|---|---|---|
# of Shares | Ownership Stake (%) | # of Shares | Ownership Stake (%) | |
Owner | 100 | 83.33% | 100 | 66.67% |
Series A Investor | 20 | 16.66% | 20 | 13.33% |
Series B Investor | - | - | 30 | 20% |
Total | 120 | 100% | 150 | 100% |
Note that for every financing round, this dilutes the ownership of the entrepreneur and any previous investors.
Financing rounds can be categorized into three types: up round, down round, and flat round. This categorization may be used to quickly, but imprecisely, determine whether a round has been successful for company stakeholders. The precise definition of these terms has been debated by industry participants. [3] Debate focuses on whether price per share or company valuation (specifically, comparing the current pre-money valuation to the post-money valuation of the previous round) should be used as the metric to categorize the round. [3] The Wall Street Journal considers an up round (down round) to be when capital is raised at a share price above (below) the previous round. [3] Similarly, the WSJ considers a flat round to be when capital is raised at the same share price as the previous round. Furthermore, in a survey of ten attorneys at different Silicon Valley law firms by the WSJ, eight said that share price should be used to categorize the round. [3]
However, the other two lawyers surveyed by the WSJ argued that both share price and valuation should be used to categorize the round because it depends on perspective. [3] For example, depending on how the deal is structured (such as how many new shares are issued during the round), it is possible for the share price to drop while the company valuation increases. That may be considered a down round to prior investors and founders but an up round to new investors. Moreover, according to the WSJ, some companies and investors argue that only valuation should be used to categorize the round, not share price. [3] That is, they consider an up round (down round) to be when pre-money valuation of the current round is greater (less) than the post-money valuation of the previous round. Similarly, they consider a flat round to be when the pre-money valuation of the current round is the same as the post-money valuation of the previous round.
According to the WSJ's definition, in the examples above, the Series B funding was an up- round investment because its share price ($666,666.66) was higher than the share price of the Series A ($500,000). In other words, if the ratio of current investment and shares to be issued (for ex:- series B investment : shares issued) is greater than the ratio of Previous investment and shares previously issued (for ex:- series A investment : shares previously issued), then it will be up- round investment. If this current ratio is less than previous ratio, then it is down-round investment. If the ratios tie up, then it is flat round investment.
Successful, growing companies usually raise equity in a series of up rounds from institutional investors. For example, institutional investors such as venture capital firms, corporate investors, private equity firms, growth equity firms, and hedge funds may participate in up rounds. [4] Eventually, such companies may achieve a successful exit for their investors and stakeholders. For example, the company may go public via an IPO, direct listing, or merger with a SPAC. Alternatively, it may become an M&A target. For example, it may be acquired by larger company or merged with a competitor.[ citation needed ]
In general, down rounds are adverse events for initial shareholders and founders, as they may cause ownership dilution, may damage the company's reputation, and may raise the company's cost of capital going forward. As a result, companies and investors may use financial engineering to structure a deal as an up round, even if the share price only increases by a penny. [5] Down rounds were common during the dot-com crash of 2000–2001 and the global financial crisis of 2008–2009. As a result, a down round may not necessarily reflect poorly on the company. Rather, it may be the result of poor market conditions.
Fundamental analysis, in accounting and finance, is the analysis of a business's financial statements ; health; competitors and markets. It also considers the overall state of the economy and factors including interest rates, production, earnings, employment, GDP, housing, manufacturing and management. There are two basic approaches that can be used: bottom up analysis and top down analysis. These terms are used to distinguish such analysis from other types of investment analysis, such as quantitative and technical.
A security is a tradable financial asset. The term commonly refers to any form of financial instrument, but its legal definition varies by jurisdiction. In some countries and languages people commonly use the term "security" to refer to any form of financial instrument, even though the underlying legal and regulatory regime may not have such a broad definition. In some jurisdictions the term specifically excludes financial instruments other than equities and fixed income instruments. In some jurisdictions it includes some instruments that are close to equities and fixed income, e.g., equity warrants.
A leveraged buyout (LBO) is one company's acquisition of another company using a significant amount of borrowed money (leverage) to meet the cost of acquisition. The assets of the company being acquired are often used as collateral for the loans, along with the assets of the acquiring company. The use of debt, which normally has a lower cost of capital than equity, serves to reduce the overall cost of financing the acquisition. This is done at the risk of magnified cash flow losses should the acquisition perform poorly after the buyout.
Investment is traditionally defined as the "commitment of resources to achieve later benefits". If an investment involves money, then it can be defined as a "commitment of money to receive more money later". From a broader viewpoint, an investment can be defined as "to tailor the pattern of expenditure and receipt of resources to optimise the desirable patterns of these flows". When expenditures and receipts are defined in terms of money, then the net monetary receipt in a time period is termed cash flow, while money received in a series of several time periods is termed cash flow stream.
In accounting, book value is the value of an asset according to its balance sheet account balance. For assets, the value is based on the original cost of the asset less any depreciation, amortization or impairment costs made against the asset. Traditionally, a company's book value is its total assets minus intangible assets and liabilities. However, in practice, depending on the source of the calculation, book value may variably include goodwill, intangible assets, or both. The value inherent in its workforce, part of the intellectual capital of a company, is always ignored. When intangible assets and goodwill are explicitly excluded, the metric is often specified to be tangible book value.
In finance, a convertible bond, convertible note, or convertible debt is a type of bond that the holder can convert into a specified number of shares of common stock in the issuing company or cash of equal value. It is a hybrid security with debt- and equity-like features. It originated in the mid-19th century, and was used by early speculators such as Jacob Little and Daniel Drew to counter market cornering.
In finance, valuation is the process of determining the value of a (potential) investment, asset, or security. Generally, there are three approaches taken, namely discounted cashflow valuation, relative valuation, and contingent claim valuation.
Preferred stock is a component of share capital that may have any combination of features not possessed by common stock, including properties of both an equity and a debt instrument, and is generally considered a hybrid instrument. Preferred stocks are senior to common stock but subordinate to bonds in terms of claim and may have priority over common stock in the payment of dividends and upon liquidation. Terms of the preferred stock are described in the issuing company's articles of association or articles of incorporation.
Stock valuation is the method of calculating theoretical values of companies and their stocks. The main use of these methods is to predict future market prices, or more generally, potential market prices, and thus to profit from price movement – stocks that are judged undervalued are bought, while stocks that are judged overvalued are sold, in the expectation that undervalued stocks will overall rise in value, while overvalued stocks will generally decrease in value. A target price is a price at which an analyst believes a stock to be fairly valued relative to its projected and historical earnings.
Net asset value (NAV) is the value of an entity's assets minus the value of its liabilities, often in relation to open-end, mutual funds, hedge funds, and venture capital funds. Shares of such funds registered with the U.S. Securities and Exchange Commission are usually bought and redeemed at their net asset value. It is also a key figure with regard to hedge funds and venture capital funds when calculating the value of the underlying investments in these funds by investors. This may also be the same as the book value or the equity value of a business. Net asset value may represent the value of the total equity, or it may be divided by the number of shares outstanding held by investors, thereby representing the net asset value per share.
Post-money valuation is a way of expressing the value of a company after an investment has been made. This value is equal to the sum of the pre-money valuation and the amount of new equity.
A rights issue or rights offer is a dividend of subscription rights to buy additional securities in a company made to the company's existing security holders. When the rights are for equity securities, such as shares, in a public company, it can be a non-dilutive pro rata way to raise capital. Rights issues are typically sold via a prospectus or prospectus supplement. With the issued rights, existing security-holders have the privilege to buy a specified number of new securities from the issuer at a specified price within a subscription period. In a public company, a rights issue is a form of public offering.
Stock dilution, also known as equity dilution, is the decrease in existing shareholders' ownership percentage of a company as a result of the company issuing new equity. New equity increases the total shares outstanding which has a dilutive effect on the ownership percentage of existing shareholders. This increase in the number of shares outstanding can result from a primary market offering, employees exercising stock options, or by issuance or conversion of convertible bonds, preferred shares or warrants into stock. This dilution can shift fundamental positions of the stock such as ownership percentage, voting control, earnings per share, and the value of individual shares.
A securities offering is a discrete round of investment, by which a business or other enterprise raises money to fund operations, expansion, a capital project, an acquisition, or some other business purpose.
A reverse convertible security or convertible security is a short-term note linked to an underlying stock. The security offers a steady stream of income due to the payment of a high coupon rate. In addition, at maturity the owner will receive either 100% of the par value or, if the stock value falls, a predetermined number of shares of the underlying stock. In the context of structured product, a reverse convertible can be linked to an equity index or a basket of indices. In such case, the capital repayment at maturity is cash settled, either 100% of principal, or less if the underlying index falls conditional on barrier is hit in the case of barrier reverse convertibles.
A venture round is a type of funding round used for venture capital financing, by which startup companies obtain investment, generally from venture capitalists and other institutional investors. The availability of venture funding is among the primary stimuli for the development of new companies and technologies.
A series A is the name typically given to a company's first significant round of venture capital financing. It can be followed by the word round, investment or financing. The name refers to the class of preferred stock sold to investors in exchange for their investment. It is usually the first series of stock after the common stock and common stock options issued to company founders, employees, friends and family and angel investors.
Stocks consist of all the shares by which ownership of a corporation or company is divided. A single share of the stock means fractional ownership of the corporation in proportion to the total number of shares. This typically entitles the shareholder (stockholder) to that fraction of the company's earnings, proceeds from liquidation of assets, or voting power, often dividing these up in proportion to the amount of money each stockholder has invested. Not all stock is necessarily equal, as certain classes of stock may be issued, for example, without voting rights, with enhanced voting rights, or with a certain priority to receive profits or liquidation proceeds before or after other classes of shareholders.
The technology company Facebook, Inc., held its initial public offering (IPO) on Friday, May 18, 2012. The IPO was one of the biggest in technology and Internet history, with a peak market capitalization of over $104 billion.
A simple agreement for future equity (SAFE) is an agreement between an investor and a company that provides rights to the investor for future equity in the company similar to a warrant, except without determining a specific price per share at the time of the initial investment. The SAFE investor receives the future shares when a priced round of investment or liquidity event occurs. SAFEs are intended to provide a simpler mechanism for startups to seek initial funding other than convertible notes.