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Fundraising
Pre-money vs Post-money: Essential Startup Knowledge
What is a pre-money valuation?
In the world of startups, valuation of your startup is discussed constantly. Understanding that valuation, however, can be a bit confusing depending on where you are in your funding and startup journey. The valuation of your startup will shift significantly (as will the risks) as soon as you decide it’s the right time to take on funding. Now whether a founder or founding team decides to take on angel investors, venture capital backing, or bootstrap your business, if funding is involved a startup will have a pre-money valuation and a post-money valuation. Understanding this difference is essential startup knowledge.
The definition of this type of valuation is fairly straight-forward. Pre-money valuation is what a startup is worth without external funding or prior to a round the startup is actively raising. This is the valuation given to a potential investor before a funding round to showcase what the company is currently worth. The pre-money valuation of a company will shift overtime. It will be different before initial funding vs. before a Series A for example.
What is a post money valuation?
On the flip-side of a pre-money valuation, a post-money valuation is what the startup is worth after that next round of intended funding takes place. This will have some significant change because the new investors receive a percent value of the company. Post-money valuations are a more set amount based on true money worth of the company. There are no potential factors within a post-money valuation.
Pre-money vs post-money valuation for startups
While the difference might seem clear between pre-money and post-money valuation for startups, there are a few things to keep in mind when understanding valuation in general and why these numbers really are so significantly different.
Valuation, in general, is fluid. It is speculative and flexible. Valuation is completely driven by the market and opinions of various players in the game. Entrepreneurs and existing investors will want a high valuation. They believe in the idea already and want to make sure their shares aren’t diluted when new funding is taken on. New investors, however, will want to assess all risk and ensure they aren’t overpaying or overvaluing and risking their financials. They way that an investor positions their pre-money valuation can affect the post-money valuation and ultimately the founders, investors, and all current shareholders valuation.
Related resource: Navigating Pro Rata Rights: Essential Insights for Startup Entrepreneurs
Timing is Everything
As stated, pre-money valuation is set prior to the investment round while post-money valuation is a fixed valuation after the round is complete. Because of timing, post-money valuation is a lot simpler. That number will always be fixed. Although post-money valuations are simpler, pre-money is more commonly used.
Pre-money valuations can flex so much because of the timing and number of factors in place that could affect the valuation in any given scenario. Pre-money valuations are affected by employee share open plan expansion, debt-to equity conversions, pro-rata participation rights, and of course the value and market opportunity seen by current stakeholders and founders. To break down some of these terms: ESOP (employee share open plan) are the plans given to employees of the company to vest as shareholders. Debt-to-equity conversion is any potential situation where debt taken on by the startup is promised to be paid back by a value amount of stock. Pro-rata participation rights are the rights (typically not contracted) to previous investors to invest in future rounds at a set level to maintain ownership rights.
Timing is everything for pre-money valuation because it will affect the post-money valuation. If a startup is growing rapidly, doing really well in the market, and the potential is obvious because of demand in the market or interest from other investors, a founder may be able to get a really great pre-money valuation. If the founder is looking for funding to bail out the company or because growth is only possible with more capital, then that could affect the desirability of the startup and therefore lead to a lower pre-money valuation.
Price per share or PPS is the focus. The market price per share of stock, or the “share price,” is the most recent price that a stock has traded for. It’s a function of market forces, occurring when the price a buyer is willing to pay for a stock meets the price a seller is willing to accept for a stock. A solid PPS is the goal for any company taking on funding to set themselves up for a successful IPO or acquisition at some point.
This is ultimately an understanding of what an investor will pay per share for a startup. The PPS is the pre-money valuation divided by the fully diluted capitalization. The PPS and pre-money valuation are directly proportional (one goes up, the other goes up). So, the greater the pre-money valuation, the more an investor will pay for each share, but the investor will receive less shares for the same investment amount.
Every startup founding team wants to make sure they are setting themselves up for a successful end game so timing their funding to line up with excellent pre-money and post-money valuations is critical.
Why the differences matter
The differences of pre-money and post-money valuations matter. Outside of timing, the main difference between pre-money and post-money valuation is the insight they provide to investors. A pre-money valuation provides value into the potential shares issues while post-money valuation provides a hard, clear, and fixed numeric value equating to the current value of the difference. A hypothetical, potential value pre-money leading to a set value post-money. The difference is critical for founders to understand.
Why are pre-money and post-money valuations Important?
Ultimately, pre-money valuation and post-money valuation matter because these valuations also have the biggest impact on determining the percentage of a company an investor is going to acquire for a given investment, as well as the percentage of the company the existing stockholders will retain.
Having a deep understanding of pre-money and post-money valuations will certainly help during negotiations as well. On top of being an integral part in the dynamics of a deal it is also an easy way to portray to potential investors that you understand the mechanics of a startup and cap table.
A pre-money valuation can make or break your post-money valuation. Understanding what factors go into a pre-money valuation can help a founder make an informed decision when choosing to take on new investors or not and ultimately retain a solid post-money valuation they can stay excited about.
How to calculate pre-money and post-money valuations?
Now that the differences and importance of pre-money valuation and post-money valuation is clear, breaking down how to actually calculate these values is the next step in building out essential startup knowledge.
Calculating Pre-Money Valuations
Pre-Money valuation is pre-funding so it’s important to keep that in mind when calculating this valuation out. The catch to this is to factor in the post-money valuation you want to get your company to – that is critical into calculating the pre-money valuation you are going to pitch to investors.
The formula to use for this is: Pre-money valuation = Post-money valuation – investment amount
Understanding what factors you have in play that will be attractive to investors and then incorporating that into your projected goal post-money valuation will lead you to understanding what investment amount to seek and how to ultimately present a pre-money valuation to investors.
Calculating Post Money Valuations
Getting to your post-money valuation is much simpler than calculating your pre-money valuation. The main thing to keep in mind for calculating the post-money valuation is understanding what percentage of your company the new investor will receive and ultimately understanding how that takes away the value overall.
A good way to think about calculating post-money valuation is by using this formula:
Post-money valuation = Investment dollar amount ÷ percent investor receives
The post-money valuation will be a fixed dollar amount and does not flux in the way a pre-money valuation can be adjusted.
Ultimately, it’s important to understand pre-money valuations and post-money valuations if you are ever going to be involved in a startup at any level. Employees should understand this when considering their stock options and how their company presents those to them. Founders need to understand this to intelligently grow their business and of course investors need to understand these valuations to make smart investments and walk away with high-potential earnings.
Raise capital, update investors and engage your team from a single platform. Try Visible free for 14 days.
founders
Fundraising
4 of Our Favorite Quotes from the Product Market Misfits Podcast
Last week our CEO, Mike Preuss, joined the Product Market Misfits podcast to discuss Mike’s lessons from building Visible and how startups can think about fundraising. We’ve shared our favorite quotes and takeaways from the podcast below. If you’d like to give the full episode a listen, you can do so here.
Fundraising is like B2B Sales
We think that the fundraising experience for a founder is the same as what a B2B enterprise SaaS selling motion is. So you have your prospecting and awareness of your brand at the top of the funnel. And then all the way at the bottom of the funnel, you have current investors and investor updates which I would call customer success, right? And then in the middle you have things you are putting a pipeline together and having meetings and those meetings are progressing. And, hopefully I get a couple, a term sheet or more at the end of that whole process.
We often compare the traditional VC fundraising process similar to that of a B2B enterprise SaaS sales funnel. Dan asked Mike about how investor updates can be a secret weapon for a startup (as mentioned in a previous podcast episode). Mike goes on to explain how investor updates can fuel your “fundraising funnel.” Learn more about running a fundraising funnel here.
Connecting the Dots for Potential Investors
If I’m sending an investor update out every month and sharing a light version with potential investors, I’m staying top of mind to them. I’m showing progress along the way. You’re probably building a relationship with them through that, that mechanism. Because remember a big part of this whole kind of song and dance of fundraising is building a relationship with new investors.
Speaking more tactically on the idea of using investor updates during a fundraise Mike mentions how the value of investor updates can be two sided. One one hand, you can use a light version of an investor update to “nurture” your potential investors to speed up the conversation and negotiations when the time is right to raise.
Using Investor Updates During Due Diligence
A lot of times in diligence, depending on the stage, investors will ask for you to send them your last 12 months of investor updates. If you don’t have it that’s a really bad sign. But done correctly that will help weave a narrative and will let the investor see think, “hey, this is how I can expect for them to engage with me after I write a check.”
On the other hand, investors updates are a vital part of the due diligence process. One of the first places your new potential investors will ask about how you operate is your current investors. If you do not regularly communicate with your current investors and they are not willing to be an evangelist with new potential investors, that is generally a red flag. As Mike mentioned, new investors may simply just want a first hand look at your last 12 updates as well. To learn more about investor updates and how you can leverage them for fundraising, check out our investor updates guide here.
On the Importance of Harmony in the Workplace
Harmony is our secret weapon. What I’ve realized is that just because you’re working more hours or your butts in a chair doesn’t mean you’re actually more productive and we have a lot of bit data to back that up.
When asked, “what is your secret weapon for team culture?” Mike dug into the importance of harmony at Visible. Mike goes on to explain how he does not prescribe to the idea of work/life balance. Rather work is a component of life and there needs to be harmony between your life and the things that are a part of it, like work.
Mike and Dan go into deep detail to cover more tactical fundraising advice, company building, and “secret weapons” that Mike has used during his time as a founder. If you’d like to give the full episode a listen, you can do so here.
founders
Reporting
5 Takeaways From Our CEO On The Stride 2 Freedom Podcast
Last week, Mike, our CEO, joined Russell Benaroya on Stride Services’ “Stride 2 Freedom Speaker Series,” where every week Russell interviews people who can help you move your business faster. Russell and Stride have been longtime users of Visible & great partners to work with. On this episode, Mike & Russell discuss Visible’s recent developments, the relationship driven nature of venture capital, and why people invest in lines rather than dots. You can listen here.
Related Resource: 11 Venture Capital Podcasts You Need to Check Out
VC is a Relationship Driven Business
Venture capital investments take a long time to reach maturity. In many cases, an investor is “hitching a wagon to you for the next 10+ years.” You need to show that you’re trustworthy and working for the long term to persuade an investor to take a chance on your company.
Good Communication Has a High ROI
At Visible, we like to say that communication saves startups, but it can also help startups get off the ground. Mike mentions that it’s rare that an investor will write a check based on a single interaction. However, investors are able to see your growth if you have past investor updates that you can share to show your progress over time. They’ll also feel good about your level of transparency, and believe that you’ll keep them in the loop too if they decide to invest.
Relationships Are Built On Lines, Not Dots
You need to show consistent improvement over time when fundraising. It’s impossible to build an accurate judgement of a business or an individual with only a handful of scattered data points. Long term relationships are built through consistency of character, and long term businesses are built by consistent iteration and effort. You can impress people by showing how you’ve developed over time, regardless of where you currently stand. It’s crucial to focus on lines, rather than dots when building investor relationships.
Good Leaders Care About the Team
What does Mike wish people asked him more about? The team. Startups are built by teams, not just founders. When asked about how we built our newsletter to nearly 20,000 subscribers, Mike recognized that the credit belongs to Matt (who runs marketing here at Visible), rather than himself. The more that a founder can celebrate a team & lead effectively, the better they will perform in the long term.
The Startup Ecosystem is Increasingly Global
While Silicon Valley will likely remain the primary startup hub in the US for the foreseeable future, the emergence of new startup ecosystems around the world are beginning to attract new founders and investors. At Visible, we’re fortunate to help thriving entrepreneurs from around the world, and Mike has been personally exposed to many startup ecosystems around the US. With the rise of remote work during the pandemic, founders are re-evaluating whether or not they need to remain in the traditional startup cities. As a globally distributed team ourselves, we can verify that A+ talent exists in every corner of the world. Founders everywhere are waking up to this trend – expect to see more startups founded worldwide, not just in northern California.
founders
Metrics and data
The SaaS Business Model: How and Why it Works
What is the SaaS Business Model?
The typical business model for a SaaS business is a unique and exciting one to dive into. Software as a Service (SaaS) companies are not going away anytime soon and there is much more innovation that will continue to come from SaaS businesses. Looking at companies like Salesforce, Slack, and Zoom (just to name a few), it’s clear that the business model works. But how and why does it work? Read on for a complete breakdown and understanding of the SaaS business model.
SaaS or “Software as a Service” is a delivery model for software where a centrally located, cloud-based software is licensed to its customers via a subscription model. This might be annual, monthly, per user, or by package level but a company can be consider a SaaS company if they are hosting their software on the cloud and licensing it out.
At the core through all of these stages, the business model is based on a subscription payment set-up. This is core to the business and the building block of the model. A SaaS company may offer various types of subscriptions for different products or various end-users, but the subscription model is key to the foundation of the business. Due to the fact that SaaS companies are hosted on a centrally located cloud, they are in a unique position to constantly be updating the software and pushing those updates to users. This update and growth process for SaaS products is much quicker then in-house hardware that used to require very manual processes for the end-user. The subscription model combined with the consistent updates typically present with SaaS products leads to a higher customer retention than other business models. SaaS companies aid this by baking in very high-touch customer success teams to their sales cycle, continuing to work with and serve the customer even after an annual or monthly subscription is committed to.
A SaaS company follows a business model typically goes through 3 phases: early stage, growth stage, and mature stage. All stages involve different levels of funding. For a deeper dive on that specific component, read more here.
Related Resource: 20 Best SaaS Tools for Startups
The early stage of a SaaS company is focused on building out a product-market fit and securing some early, loyal customers. The team is typically bootstrapped or operating on a very small seed or friends and family round. The team typically stays small at this stage as well.
The growth stage in the SaaS business model is focused on scaling extremely quickly by taking on funding via Venture Capital or Angel investors and pushing the limits of your product’s success by taking some risks, scaling the team, entering into incubators, taking on more strategic advisors, and selling up-market. This stage is all about establishing metrics to track success and working to go above and beyond those in order to keep growing the business.
Related Resource: Who Funds SaaS Startups?
The mature stage kicks in when success is proven, the audience is present and hungry for the product, and the focus is now on growing and retaining customers vs. proving out the concept. The focus now can shift to continuing to fine-tune the business via pricing updates, continued product growth and development, and brand building.
Related resource: 11 Top Industry Events for SaaS Startups
Stages of a SaaS Business Model
As we mentioned in our Startup Funding Stages Guide, “There are multiple stages of startup funding: Seed, Series A, Series B, Series C, and so forth. Startups should be conscientious about the funding rounds that they will go through, which are generally based on the current maturity and development of the company.”
The same idea holds true with respects to a SaaS company. A SaaS business model is one of the most attractive to a venture capitalist. The lifecycle and funding stages likely look something like this:
Related Resource: 23 Top VC Investors Actively Funding SaaS Startups
Related Resource: How to Start and Operate a Successful SaaS Company
Seed Funding
Seed funding is a startup’s earliest funding stage. Often, seed funding comes from angel investors, friends and family members, and the original company founders.
Series A Funding
“When a company is first founded, stock options are generally sold to the company’s founders, those close to them, and angel investors. After this, a preferred stock can be sold to investors in the form of a Series A. Series A allows investors to get in early with a business that they truly believe in. It’s a mutually beneficial relationship for both the company and the future stock holders.”
Series B+ Funding
“Once a business has been launched and established, it may need to acquire Series B (and beyond) funding. A business will only acquire Series B funding after it has started its operations and proven its business model. Series B funding is generally less risky than Series A funding, and consequently there are usually more interested investors.”
Important SaaS Business Model Metrics
While diving deeper into the SaaS business model, it’s important to understand the key SaaS metrics that will inevitably pop-up along the way. These key SaaS Metrics are critical to track in order to understand the health of a SaaS business.
MRR (Monthly Recurring Revenue)
Not to be confused with ARR (Annual Recurring Revenue), MRR is how much money your company can be expected to bring in every month. Going beyond the basic meaning, MRR is a functional metric through which you can gauge your company’s income and success. MRR growth equals business growth – the same goes for shrinking MRR most likely equaling a negative impact on the business. MRR trends are incredibly important to subscription-based businesses, because they compound over time.
CAC (Customer Acquisition Cost)
The sum total it takes for your team to acquire a customer. This includes the time of the sales reps but also the marketing dollars spent. Tracking your customer acquisition cost tells you a lot about how your company is operating. If the dollars and time spent to acquire a single customer is higher than the MRR or ARR that customer brings in, that can be a huge red flag for the business. Over time, your customer acquisition cost will also tell you whether it’s getting more difficult or easier to acquire new customers. You’ll be able to look at trends to see when acquiring customers becomes more affordable, and if there are specific seasons during which customer acquisition is more expensive.
LTV (Lifetime Value)
Here at Visible, we consider LTV of a customer to be the most important metric you can track. LTV is the average customer revenue multiplied by the gross margin percentage divided by customer churn rate. Another way to think about it is MRR or ARR X Customer Lifetime. Understanding LTV is important in assessing the overall health of your company as well as justifying CAC costs to your investors. Some good news as you’re starting your business – you can track CAC and LTV right in Visible.
Churn
Essentially, churn is loss. You can have customer churn – the number of customers that cancel their subscription to your business annually or monthly. You can also have revenue churn – how much money is lost annually or monthly. Churn is expected in most businesses but maintaining an acceptable rate in comparison with the growth of your business is a key metric to understand, measure, and track. You can accept about three to five percent of your small to medium sized businesses portfolio every month or less than 10 percent annually. As enterprise level businesses go, aim for a churn rate less than one percent. Your churn rate should continue to decline in subsequent years until you reach negative churn.
Customer Retention
This SaaS metric refers to how long you are able to maintain a customer per your subscription model. This could be annually or monthly. Healthy retention can also be customer growth. If a software is user-based or has multiple product components, upsell and expansion can be possible leading to annual retention exceeding 100%. Healthy customer retention may not mean you maintain every customer every year, but you ultimately are seeing growth in the business through a balance of renewals, upsells, and contract expansions.
Successful SaaS Business Model Examples
There are thousands of SaaS businesses in the world today with more growing every year. Despite the model being a popular and growing business practice, 93% of SaaS startups fail within the first 3 years due to a lack of product market fit, run into cash flow problems, or experience more churn than growth. Diving into a few examples of successful SaaS businesses can be a helpful way to better understand the business model.
Salesforce is one of the most recognizable SaaS companies and was a true Trailblazer in the space. You can read a brief history of the business here. Salesforce has been so successful because it was one of the first companies to truly implement the SaaS Business Model successfully and has intelligently scaled by continuing to not only update it’s products, but by acquiring products where they see new opportunity effectively retaining customers and upselling them into new products as well as constantly expanding out into serving new industries. They are a mature company now with roughly 30,000 employees globally and a heavy focus on customer story-telling and partnership as a way to stay top of mind in the SaaS world.
An extension of the SaaS model that has emerged and has proven to be successful is the “Freemium” model. This pricing structure allows a portion of the product to be used for free by a user or team with full features being available through a subscription. This model works because it allows users and teams to get hooked on a product, have a positive experience with it, and share it internally and externally. This model is a good way to prove product-market fit and keep CAC down by having the product and its use take on a viral aspect with customers being bought in to a point that when the ask comes in to purchase the full software, the education that typically happens around a sale has a lot less friction associated with this.
Two companies with extremely successful Freemium models are Slack and Zoom. Both tools can be used for free by individuals, teams, and even larger organizations but have limits on things like storage, meeting times, and seat #s that are only available when an enterprise package is purchased.
Pros & Cons of a SaaS Business Model
Like any business model, there are of course pros and cons to diving down any particular path.
Pros of a SaaS Model
Rapid growth – if you find product-market fit early and are able to secure funding, the possibility of growing your company to a Billion dollar valuation is very real and can happen extremely quickly.
Ease of deployment – because SaaS lives in the cloud, it can be easy to make quick fixes to your product and sell to and serve customers from virtually anywhere.
Predictable revenue – the subscription model affords you the ability to fairly consistently understand how much money you can expect to make. There is no seasonality in a subscription model and annual or monthly contracts provide security that many other business models cannot guarantee.
Cons of a SaaS Model
Upfront costs – If you aren’t able to secure funding right away, it can be tough to maintain the capital and manpower needed to grow your company quickly enough to be successful. It’s common to not see profitability in the first few years, so it can be a hard business model to follow by truly bootstrapping. Specifically the cost of a team, CAC, and cost to build out the infrastructure to host your cloud software are major factors to consider.
High risk – growing fast also means you can fail fast. Taking on a lot of capital and scaling quickly can bring reward but if something changes in the market, your business could crash and burn overnight.
Churn – although revenue may be predictable, if the wrong combination of events takes place in a year (major competitor comes to market, market needs change, economic changes occur), you may see a huge bout of churn in a renewal cycle. This extreme shift could be almost impossible to bounce back from.
SaaS Business Model Growth Strategies
In addition to the “Freemium” model shared above, there are many other growth strategies that can be implemented in a SaaS Business model. A few popular ones include:
Customer Stories and Referrals
If your SaaS is integral to the way a company does business, you may be lucky enough to have customers who are super fans and love advocating for the value you bring to their day, their work, and their business. Capitalizing on these success stories through marketing content, speaking events, or even referrals can be a smart way to grow your business in an authentic way. These customer stories are good proof points to why you work. Referrals can often lead to better conversations earlier on with prospective customers or even help your sales team break into accounts that have been historically tricky to sell to. Here is an example from one of our customers:
Thought Leadership
If your company is selling into a specific space, a common strategy is to try and become the “expert” in that space. If your company blog or community group can provide value to your end-user outside of your product, that credibility will spread. Lattice does a great job of this. They have built a free 10k plus HR community group for any HR leader. They keep this space completely focused on their ultimate end-user but never focus on the product, simply provide a space for that community to meet. From there they are able to source content and ideas on what to write about in their blog and share on their podcast, effectively providing value to their end-user before even attempting to make the sale. This name recognition and “expert” status makes the use-case for the product feel more in-line with what the user group is actually interested in.
3rd Party Resources
Companies that actively spend time building up great customer reviews on sites like G2.com or work to be analyzed for trusted reports like Forrester, can use that credibility as an outside proof-point for why their product is valuable when selling into new customers.
Social Media and Influencer Marketing
This strategy is all about going where your end-user is. Build a brand and a voice via social media sites that are popular with your customer. Showcasing your companies voice and personality as well as commenting and sharing insight into trending topics can be an easy way to grow your awareness in an industry. Influencers, or well-known folks in a specific space, can be valuable on social media as well. If a top marketing influencer endorses your marketing SaaS software, folks may come inbound based on that person’s recommendation. Connecting with and offering trials to influencers can be a great way to get this started. Additionally, identifying an exec at your company with a strong following can be a great way to build your company brand via that individual. Folks on LinkedIn, for example, are much more likely to engage with what a person has to say then what a branded company page does.
Tools to Help You Optimize Your SaaS Business Model
We recommend a few tools to start when jumping into a SaaS business model. Free or premium versions are great, but it’s important to invest in tools that allow you to measure the key metrics listed above and track overall business health.
CRM – A customer relationship management tool is key to maintaining an accurate and complete data-base of all of the accounts your team is actively selling to, are active customers, or who have churned. A complete picture of the relationships your company works with will allow you to measure growth and track CAC, MRR and churn. Salesforce, Hubspot, and Oracle all offer quality options but starting out you can build a basic CRM via spreadsheet tools – it will just be a lot more manual.
Analytics Tool – Invest in a tool that will allow you to accurately measure all the metrics for your company. We recommend google analytics or manually tracking your metrics via a spreadsheet tool if you don’t have the budget to invest right away. Looker and Tableau are great options once you have budget to spend.
Visible – We of course have to share how we can help with growing our SaaS business model, too. Once you take on funding, we are the most complete tool for sharing updates with your entire team and managing existing and potential relationships with investors. You can learn more and check out a free trial of us here.
founders
Product Updates
Visible has a new look
Over the past twelve months, Visible has evolved from a tool to help founders write great investor updates to a platform to help founders Raise capital, Track key metrics, and Update investors.
We felt it was only fitting to evolve our brand just as we have evolved our product. We’re excited to share our new brand identity with you that pays homage to our past while letting us grow into our future.
Our mission hasn’t changed, we are still here to give founders a better chance of success.
We’ve updated our logo, wordmark, typeface, colors, and imagery across our marketing assets and app. Below we’ll get into why we ultimately made the change and how we went about accomplishing the overhaul this summer.
Why change?
Simply put, we love founders. We really started to feel this over the past two years after getting to work with over 4,300 founders across the globe. In our new brand identity, you’ll see that founders will be at the forefront of everything we do.
Why do we love founders? Because the odds are perpetually stacked against them but they always find a way to keep going. Being a founder is the toughest and oftentimes the loneliest job there is. Founders are forging new paths with future obstacles they can’t see paired with an environment that is ever-evolving.
So how does a founder navigate all of this? Withtrusted guides. Maybe that guide is a founder who has forged their own path or an investor who has seen others succeed (or fail) through similar obstacles. The guide could also be a significant other, an independent board member, or a close mentor.
One thing became clear to us, scaling a startup is a people and relationship driven endeavor. We hope thatVisible can act as a trusted guide and resource to founders. We also want Visible to act as a catalyst to help founders build relationships with other trusted guides to help take them on their journey. This is why we are updating our brand, to reflect our drive to serve founders first and the guides who support them.
Here are some of the tools & resources we’ve recently launched for founders to help them on their journey:
Visible Connect – A free investor database so founders can quickly find which potential investors they should be building relationships with.
176 editions of theFounders Forward – Our curated weekly newsletter that has gone out rain or shine every Thursday.
Visible for Investors – The most founder friendly tool an investor can use to engage with their portfolio.
We wrote 3,800 words in ourall encompassing startup fundraising guide to help founders who are fundraising for the first time.
The Visible Founder Community – This is currently in alpha with some of our customers. We just made a hire to take this to the next level. Stay tuned!
If you like getting into the details of how we went about deciding on the new brand and what it entails. Keep reading!
The Process
After we decided that we wanted to update our brand identity we dug into our design values & process, looked at the competitive landscape, talked to our customers, and even reviewed conversion data of our marketing funnel. To give an inside peek at some of our research and process:
Design Values
Empowerment – We want to make complex tasks simple, while also providing customers with all the valuable information they can get to improve their investor relationships.
Reliability – We want customers to trust Visible. They should not only trust that every investor update email is going to be sent but that our team is here when you need us.
Consistency – We need to be consistent in our communication and in our user experience. When we launch something new customers should feel like they know it by heart.
Competitors
We took a look at our customers and their brand identities. We wanted to make sure we could differentiate and stand out. We saw a lot of blue.
Mood Board
After we pulled all of our research together, we got started on a mood board. We knew that if we wanted to be a trusted guide for founders we need to convey trust, fearlessness, and experience. Here are some early mood boards:
Two ideas started to emerge that we liked:
The editorial feel our marketing site could have. Our articles and resources were read by more than 175k people in 2020. Let’s elevate the content with a more editorial and educational look.
Triangles vibed well with where we wanted to go. The glyphs above have a lot of parallel meanings to building a startup, it plays nicely with the V in Visible and also has elements of climbing a mountain.
Of course, we reviewed many iterations of our logo, typeface, and marketing site before landing on the final product.
The Logo
It is made of 3 overlapping, equilateral triangles. Each triangle is slightly transparent, allowing the mark to interact with other design elements.
The triangles represent human relationships, both the connection between each of us and the ever-shifting overlap across myriad networks. There’s also a resonance with the strength of triadic relationships in management and the value created between customers, founders, and VCs, as well as founders, VCs, and LPs.
The logomark also pays a nice tribute to our current logo which has an overlapping pie chart. The logo also makes your eyes go “up and to the right”, a common salutation for our content and represents the never ending journey for growth.
Typography
We found the need to have both serif and sans-serif typefaces in our updated brand style guide. With software interfaces at the core of our products, we found that sans-serif fonts offer the right combination of efficiency and legibility at all sizes.
We’re also introducing a beautiful new serif typeface that helps us express the quality and trustworthiness of the content we create and curate for founders. The serifs look great for headers and big and bold for things like inspiring quotes.
Imagery
We really wanted to bring our customers, founders, community – people! – to the forefront of our brand. Illustrations are trendy but can feel very abstract and lack relatable humanness. We found beauty and inspiration in seeing a diverse group of people doing incredible work.
We enjoy the stark contrast of a black and white photo but also how it plays nicely with vibrant headshots. Our logomark really pops across different media types from photos to videos.
Founders Forward –> The Visible Weekly
The Founders Forward is now The Visible Weekly and will also get a bit of a facelift. We decided it was better to support fewer brands and sunsetted the yellow branding and logo. If we want to better serve founders we felt that Visible should be the core focal point across all of our content.
Don’t worry… the newsletter isn’t going anywhere! It will still be curated by our team and produced once a week. If you haven’t subscribed you can do so here -> visible.vc/subscribe
Our App
In the immediate, our app will have the new logo, color palette, and showcase some of the new brand elements. Over time we’ll introduce more changes that further blend our brand identity into the product.
Thanks
Most importantly we’d like to thank you, our community, for your encouragement, feedback, and support to get us to this point. We are energized for the years to come and can’t wait to give you a better chance of success.
I personally want to thank the entire Visible team for their drive to better serve founders and our customers. The new brand was a total team effort and none of this would be possible without a team who isn’t scared to do the difficult.
Up & to the right,
Mike Preuss
Visible CEO & Co-founder
founders
Fundraising
10 Blockchain Investors Founders Should Know
The world is becoming aware of the potential in blockchain technology. The rise of Bitcoin, Ethereum, and other blockchain protocols have created a new class of startup working to innovate on a new frontier. From alternative cryptocurrencies to companies who support the crypto ecosystem, we are witnessing the infrastructure-building phase of a new wave of technology.
At Visible, we talk to founders every day who are looking for investors. Our new Connect platform allows you to search our database of nearly 11,000 investors to do your own research, but in this post, we will be highlighting some of those investors in the blockchain space.
2020 Ventures
Stage: All Stages
Investment Geography: United States, Southeast Asia
Key person: David Williams
Blockchain investments: Bitpay, Polysign, Kava Networks, Ripple Labs, tokens like BTC, ETH, LINK, & more.
Thesis: 2020 Ventures doesn’t only invest in blockchain & crypto, but when they do invest in the space they make bets on both coins and companies in the space. They spend time primarily on payments & stores of Value, but also invest in DeFi, exchanges, and other projects.
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Notation
Stage: Pre Seed
Investment Geography: New York, Agnostic
Key Person: Alex Lines and Nicholas Chirls
Blockchain Investments: Filecoin, Zepplin, Livepeer
Thesis: Notation capital explicitly says on their site that they are not thesis driven. Instead, they focus on writing the earliest checks into big ideas that are of interest to them. With deeply technical backgrounds, Notation is placing bets across many different sectors – blockchain being one of them. They’ve invested directly in protocols like Filecoin and in crypto-focused companies such as Bison Trails and Livepeer. You can read their operating principles on Github here.
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Blockchain Valley Ventures
Stage: All stages
Investment Geography: Global
Blockchain Investments: Algotrader, Coinfirm, Keyless
Key People: Heinrich Zetlmayer
Thesis: Another hybrid advisory/investment firm, Blockchain Valley Ventures brings expertise to the blockchain space by helping projects of all kinds come to fruition. From corporate blockchain projects to startup ventures in the space, BVV is there to help with both capital and expertise.
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Pillar VC
Stage: All stages
Investment Geography: United States, Northeast
Key People: Jamie Goldstein, Russ Wilcox, Sarah Hodges
Blockchain Investments: Algorand, Circle, LBRY
Thesis: Pillar is a highly founder focused VC fund that differentiates itself by investing in good founding teams. They invest across many categories, but found themselves as one of the first investors in new blockchain Algorand and several other crypto companies.
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Boost VC
Stage: Accelerator/Seed
Investment Geography: Global
Key People: Adam Draper, Brayton Williams, Maddie Callander
Blockchain investments: Abra, Aragon, Filecoin, Ethereum, and many more
Thesis: Boost.vc invests in what they call ‘Sci-Fi Founders’ primarily via their accelerator. They have dozens of investments across many different frontier industries, primarily focusing on VR/AR, Crypto, and what they call ‘sci-fi’ investments.
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Castle Island Ventures
Stage: All stages
Investment Geography: Global
Key People: Matthew Walsh, Nic Carter
Blockchain Investments: BlockFi, Zabo, Talos, and more
Thesis: Castle Island Ventures invests almost exclusively in public blockchain projects. They have conviction that public, permissionless blockchains will form a new economic infrastructure, and deploy capital using their past financial and crypto expertise in projects that support public blockchains.
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Blockchers
Stage: Accelerator, Seed, Grants
Investment Geography: Europe
Blockchain Investments: Volvero, Blocksquare, and more
Thesis: Blockchers provides grants and occasional investments through their accelerator in the European Union. They are smaller than some of the other players on this list, but they’re a great option to explore if you’re building a blockchain based startup in Europe.
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Kenetic Trading
Stage: Series A/Series B
Investment Geography: Global, but focusing on Asia
Key People: Jehan Chu, Daniel Weinberg
Blockchain Investments: BlockFi, Handshake, Alchemy, and many others
Thesis: Kenetic Capital is involved in a few different areas of crypto and blockchain markets. They invest in Series A and later blockchain companies like BlockFi and Handshake, and also are involved in cryptocurrency trading. They offer many sophisticated trading products and executes on advanced trading strategies with a team of experience software engineers and quantitative traders. Jehan Chu, the fund’s CEO, has played a major role in the building the blockchain community in Hong Kong and hosts meetups throughout Asia.
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ConsenSys Ventures
Stage: Accelerator, All Stages
Investment Geography: Global
Key People: Min Teo, Joseph Lubin
Blockchain Investments: Compound, Gitcoin, Juno, and many others
Thesis: ConsenSys is a highly successful Ethereum software development company. They’ve built multiple hit products such as MetaMask, Codefi and Quorum. They’ve used their expertise to spin out an investment arm that has made investments to projects like Compound, Gitcoin, and many other protocols and infrastructure builders in the space. Just starting out? You can consider their hackathon or accelerator programs.
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Placeholder VC
Stage: All Stages
Investment Geography: Global
Key People: Joel Monegro, Chris Burniske
Blockchain Investments: Magic, Nexus Mutual, 0x, Aragon, and many others
Thesis: Placeholder invests in new projects in the space that seek to build around cryptonetworks. Their thesis is that the advent of blockchains and their open-sourced nature will lead to a slow decline of the current tech monopolies of the day. The key reason: blockchains undermine the key advantage of tech giants: data monopolization. ‘crypto collapses the cost of building and scaling information networks by replacing centralized coordination with universal financial incentives.’ You can read their full investment thesis here.
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Use Visible Connect to browser our investor database of hand curated investors. Find investors and add them directly to your Fundraising Pipeline in Visible. Give it a try here.
founders
Metrics and data
How to Easily Achieve Product-Market Fit
What does product-market fit really mean?
The first goal of every startup is to find product market fit. But what is product market fit in the first place? How do you know when you have it? The most famous and widely accepted definition of product market fit is one that Marc Andreessen coined in 2007, “Product-market fit means being in a good market with a product that can satisfy that market.” Andy Rachleff has expanded on this definition, adding that product market fit means identifying who you’re trying to serve (the market), what you’re going to offer (your product), and how you’re going to deliver upon that offering in a way that allows you to capture the value created by the product (your business model).
How do you achieve/find product-market fit?
Achieving product-market fit is about identifying needs in the marketplace and testing different ways of satisfying them. You must be thoughtful about how you can serve customers, and iterate quickly with your product based on their reaction to your offering. It’s also critical to understand your potential business model and how that relates to the market you’re trying to serve.
Learn how Yaw Aning, Founder of Malomo, found their first customers when searching for PMF below:
Defining Your Target Customer
The process of defining your target customer is the first step in finding product market fit. This step is about choosing your market. If you don’t know who you want to serve, you’ll have no idea what to build, and instead spend time and money on building a product that no one needs. It is key here to identify a sufficiently promising market. As this post by Andreessen Horowitz explains, a great product in a lousy market has no chance of succeeding, while a decent product in a great market has a much greater chance of finding product-market fit.
Identifying Your Value Proposition
Once you’ve identified a market and customer you’d like to serve, you’ll need to develop a value proposition to test in the marketplace. This value proposition does not have to be perfect. In fact, you should expect to iterate upon it and potentially decide to change it altogether. After all, the Twitter team started by building an app for podcasting, and Slack started off as a video game. If you assemble a talented team that works well together and don’t stop iterating, you can eventually identify the value proposition that makes sense for your market.
Building Your MVP
The MVP is designed to be your first entry into the market. Popularized by Eric Ries and his Lean Startup Playbook, an MVP is meant to help you test your value proposition. Today, many companies are using no-code or low-code platforms like WebFlow and Bubble to create basic versions of products and testing them in the market. These tools enable non-technical founders to test their ideas in the marketplace before building a full-fledged product with a team of engineers.
You often won’t know for sure if customers value your product until you put it into the market. This is why it pays to move quickly and release your product before you feel ready. This is especially true if your product is a mobile or web application that is easy iterate on (medical device or biotech founders should tread more carefully). Reid Hoffman, the founder of LinkedIn, has often said that ‘if you aren’t embarrassed by the first version of your product, you launched too late.’
Find Product-Market Fit Before Scaling
You should work to solve for product market fit before you worry about finding the perfect growth strategy. Andy Rachleff has said that you should work on solving for your value hypothesis before solving for your growth hypothesis. A 2011 study by Startup Genome found that 70% of the 3200 startups they studied scaled prematurely. To avoid being one of the 70%, focus on finding product market fit before you focus on growing your business. It’s tempting to raise giant sums of money and shoot for the moon – you just first need to make sure that you’ve built something in the right market that people really want.
Indicators of Product Market Fit
Once you’ve released your MVP into the wild and started iterating, you’ll likely wonder how to gauge whether you’re making progress toward product market fit. In fact, Facebook executive Alex Schultz has said that a major cause of startup problems happens when founders think they have product market fit, when they really don’t.
It’s easy to get caught up in vanity metrics that don’t indicate whether or not your product is succeeding. You should identify what metrics are real determinants of progress in the market – things like new revenue, customer retention, and NPS can be good examples of metrics to focus on. Perhaps the greatest measure of product market fit is your ability to grow without much investment in sales or marketing. Word of mouth growth is an outstanding sign that you’re on the right track. But, at the end of the day, product market fit is often clear. “As Eric Reis says, if you need to ask whether or not you have product-market fit, you don’t.”
Word of Mouth Growth
‘Word of mouth’ is a vague term that marketers use to describe the phenomena that happens when your product grows organically based on positive reviews from users. It’s difficult to measure, but many agree that it is one of the most powerful forces in the marketing universe. If your product grows through word of mouth, without significant spending on advertising, it can be a great sign that you’re on the path to product-market fit. Keith Rabois recounts an excellent story about Square growing exponentially with every new hardware device that was sold. Other potential users were seeing the Square point of sale device in person and becoming customers. To Keith and Jack Dorsey, this was a clear sign that they were finding product market fit. In their case, they had found a clear path to viral growth as well.
Keep Testing to Find Product Market Fit
One of the best ways to find product market fit is by looking at the process through the lens of the scientific method. You can develop a hypothesis around what users will want and then test it in the market. By viewing it in this way, finding product market fit can become a game. This frees you to overcome the fear of shipping. Rather than trying to build the perfect product at the start, you can continue building as you gain more clarity based on market feedback.
When people like Reid Hoffman talk about the importance of shipping early, they don’t mean that you should intentionally create something terrible. Rather, you should err on the side of releasing your product into the market because the feedback you’ll receive in return will provide information that can either support or falsify your hypothesis. Sometimes, the feedback you get can take you down a new road altogether. Startups are cash constrained, and need to find product market fit before they run out of money. It’s often better to release too early and get this critical feedback before you blow through half of your cash on what you believe to be the perfect idea, only for it to backfire.
Related Resource: 7 Startup Growth Strategies
How can you tell when you've achieved product-market fit?
When product market fit happens, it sometimes feels magical. Other times, it’s less obvious. In a consumer application that is built on viral marketing, it may be glaringly obvious when you hit product market fit – growth rates might explode and you could have a quick hit on your hands. In other areas, the process might take longer. If you run an enterprise SaaS business with a 6+ month sales cycle, it will take longer to see the fruits of your labor. Tyler Tringas of Earnest Capital calls this “the long, slow, SaaS grind.” If product market fit isn’t always obvious, how do we know when we’re on the right track?
In the case of the SaaS app, it may be realizing that you’re gaining new customers via word of mouth, or churn rates are very low. In other cases, an incredibly well received MVP (minimum viable product) could be an indicator of potential product market fit. Finding product market fit can be more of an art than science, but there are some things you can watch out for.
How do you measure product-market fit?
At its core, product market fit means that you’ve built something that solves a real problem for people or businesses in a large enough market. When you have it, potential customers will often start seeking out you to use your product without the need of marketing spend. If you believe that you’ve found product market fit, and can reliably predict your customer lifetime value, it could make sense to step on the gas with sales & marketing spend as a part of your growth strategy. Paypal after all was burning $10M/month at one point in their journey as their customer acquisition strategy revolved around giving users a free $10 to use their product. If your customers are loving your product and it has a high lifetime value, then a Paypal-esque strategy may make sense. Regardless of your strategy for finding product market fit, here are 2 things to observe when measuring your progress:
Know Your Customer Lifetime Value
When measuring product/market fit, you’ll need to make sure that you’re in a market & selling a product that makes your customer lifetime value high enough to pursue for the long term. If you sell a SaaS product that costs $10/month on average, but costs $10/month to support due to its complex nature, then you probably don’t have product market fit. On the other hand, if you have a product that sells for $1000/month and costs $5000 to build up front, you could have an excellent win on your hands (provided that churn is sufficiently low). Pricing is one of the toughest things to figure out in startups, but it’s critical to be aware of your customer lifetime value & the potential size of your market when making early decisions.
What’s Your NPS?
NPS (net promoter score) is a way to evaluate how likely your customers are to recommend your product to other people in their network. It’s been heralded as a key metric to track in recent years to evaluate customer satisfaction and gauge how effectively their company will grow via word of mouth. While it’s not perfect (qualitative metrics are notorious for having variance), it’s still a good thing to measure to determine how well your product is resonating. You should also look at other indicators related to NPS. How excited are your customers about your product? Are they posting about it on social media, or telling you about how it’s changed their lives? What about churn rates? A high NPS with a high churn rate usually means that you’re missing the mark.
Improving product-market fit requires you to iterate
Iterating on product market fit, as we mentioned earlier, requires you to take action and evaluate the results of that action. This process mirrors the scientific method – you start with an insight, do background research to observe what’s already been done, and formulate a hypothesis in the form of an initial product that you release into the market. Even if you receive a lackluster response, you formulate a new hypothesis & iterate on your product, repeating this process.
Sometimes, you’ll find that you were totally off in your initial product, or that your product was used in unexpected ways. If everyone knew how the market would react to new product offerings, there would be no point in building and developing new products! This is why it’s critical to get your product into the hands of users early to test your offering.
Most software businesses are perfect for this model – it helps to produce products that can be iterated upon immediately. Companies that produce hardware or more security-intensive products can also benefit from demonstrating prototypes to early adopters and getting early feedback on your concept, or offering pre-orders. The worst thing you can do is spend months or years building a new product that you realize nobody wanted. You’re better suited releasing an early version and building along with market feedback. Another great option is releasing an MVP and then launching a kickstarter campaign or offering pre-orders. Madelin Woods, a founder in our community, is a great example of this. She created prototypes of her burrito-eating tool ‘Burrito-Pop’ that generated buzz amongst friends & acquaintances. Her Burrito Pop Kickstarter fundraise generated enough funding to get version 1 to market.
Collect Data Consistently to Shorten Feedback Loops
Setting up short feedback loops is also critical. The more quickly you can get feedback from the market on your idea, the better, as compound interest applies to the iteration of products. You’re better off iterating 100 times on your offering, than spending 100s of hours on developing one version. It’s beneficial to keep an eye on metrics that are key indicators of growth & usage. At Visible, we measure key indicators of product engagement and conduct regular customer development calls when we build new product offerings. Mike, our CEO, will take demos and sit in on calls as we build. You can adopt the same mentality as you work to find product/market fit.
Build Quickly to Iterate Quickly
You can only iterate as fast as you can build. Using best practices for product development, we at Visible work in 6 week cycles where we choose key initiatives and ship product quickly. It’s key to have your product team working well together to ensure that your team is free to ship product on a consistent basis. Ryan Singer of Basecamp’s Shape Up provides an outstanding framework to help you ship product more quickly with less stress and headaches. The Visible product team endorses this process of development as it has helped us ship consistently on big projects every 6 weeks.
Be Ok With Changing Your Mind
As Winston Churchill said: “To improve is to change; to be perfect is to change often.” It’s critical to avoid the ‘sunk cost fallacy’ – continuing to invest in products just because you’ve already spent time or money on them. You must be willing to abandon projects or initiatives that no longer make sense for your business. Before you have product market fit, you cannot be too stubborn about the route you want your company travel. If Stewart Butterfield at Slack would have insisted on developing a video game, he could never have built the workplace app that runs thousands of companies around the world. This is challenging to do as a founder, as you and your team may need to abandon things you’ve worked hard on in exchange for something different. One of the greatest skills an early stage founder can have is inspiring their team to change directions when it’s needed.
Finding product market fit is the first challenge of building a company. If you stay focused on users, operate in a large enough market, and keep iterating, you’ll always have a chance. Once you have it, it’s time to pour more talent and capital onto the fire to grow your business – but that’s a topic for another day.
founders
Fundraising
How Rolling Funds Will Impact Fundraising
Raise capital, update investors and engage your team from a single platform. Try Visible free for 14 days.
Relatively speaking, venture capital is a fairly new asset class. Innovations have been consistent since Y Combinator came to market in the early 2000s. Since then there have been countless innovations that are creating more funding options for startup founders. The most recent innovation has been rolling funds. Learn more about rolling funds and what they means for startup founders below:
What are Rolling Funds?
Pioneered by Angelist, a rolling fund is a new VC fund structure that allows funds to raise money on a continuous basis – creating a new fund structure as quickly as every quarter. These funds can also be publicly marketed under Rule 506(c). While rolling funds are still relatively new, there have been early benefits and signs of more innovation to come. To learn more about rolling funds and their impact on startup founders and investors, read more below:
What are the benefits of Rolling Funds
Rolling funds have the opportunity to transform the venture capital space. As we begin to scratch the surface on rolling funds and how they fit into the space, there have been some clear benefits so far.
1. Attract New Types of Investors
These funds also lower the barrier of entry into VC for aspiring investors by allowing them to get started with less up front capital. Angelist can manage most of the legal and administrative aspects of rolling funds too, further lowering the overall amount of knowledge and capital needed to get started. Because of this, rolling funds may create many new types of investors.
2. Provides More Funding Options for Founders
More investors means more funding options for startup founders. As we mentioned above, rolling funds will lower the barrier to entry for emerging VCs, in turn creating more funding options for startups. As more competition pops up in the space, the more competitive it will become to get on a startup’s cap table. Because of this, funds will have to create more resources and terms for startups.
Related Resource: The Understandable Guide to Startup Funding Stages
3. Continual Limited Partner Fundraising
Rolling funds allow VC’s to continue to raise money from limited partners on a regular basis, essentially turning the process of LP investing into a quarterly subscription-based model. If an LP decides that they don’t want to continue backing an investor, they can stop allocating resources to them immediately. On the other hand, if they see that a given investor is making good bets, they can invest more money in them very quickly. This is especially useful for VC’s who would like to fundraise opportunistically in the case of portfolio markups.
4. Shortened Feedback Loops
This new structure will shorten feedback loops for venture capitalists. Startups take a long time to reach full maturity, but they still have clear milestones throughout their journey. If an investor has several companies in their portfolio that succeed in securing future funding or obtaining product market fit, they can be rewarded instantly by raising more money during the next quarter. This is good for LP’s too, as they can make small, periodic investments in rolling funds based on the real time performance of the investor. This is quite different from having to write very large checks every 10 years. It opens up LP investing to smaller funds and individuals – rather than just institutions.
How are Rolling Funds Structured?
As we mentioned, rolling funds will allow more people to become VC’s. Because companies like Angelist will allow these small investors to outsource many fund management responsibilities, more people with A+ networks and good judgment can get into the game.
For example, a star employee at Stripe or AirBnB might have access to many startup deals and the judgment needed to allocate capital effectively. Traditionally, if they wanted to get into VC, they would have needed to slowly work their way into an established fund or quit their job to start their own. If they didn’t want to do this, then they could angel invest, but then may not have hit the threshold needed to be an accredited investor (and even then they were confined to only investing their own money). Rolling funds allow them to start investing part time, and without needing to hit accredited investor requirements (although LP’s do need to be accredited). These new operator investors will be able to attract LP investment from many different sources, such as their managers, successful friends, and others who are impressed by their network and experience.
Maybe you, a current founder, have always thought that you’d be a good VC and wish you could allocate capital into your other founder friends’ deals. With rolling funds, you can start a fund as a side hustle. This enables you to capitalize on your access and judgement by investing in other founders.
506(c) Funds
Rolling funds are structured as a 506(c) offering. According to the SEC:
“Rule 506(c) permits issuers to broadly solicit and generally advertise an offering, provided that:
all purchasers in the offering are accredited investors
the issuer takes reasonable steps to verify purchasers’ accredited investor status and
certain other conditions in Regulation D are satisfied”
Put simply, a 506(c) requires that all LPs are accredited investors. As Investopedia puts it, “An accredited investor is an individual or a business entity that is allowed to trade securities that may not be registered with financial authorities. They are entitled to this privileged access by satisfying at least one requirement regarding their income, net worth, asset size, governance status, or professional experience.”
LP Subscriptions
Accredited LPs, limited partners, are the investors behind a rolling fund. As the name implies, rolling funds are raised on a rolling basis.
Quarterly Funds
As the team at Rolling Fund News puts it, ‘A rolling fund is structured as a series of limited partnerships: at the end of each quarterly investment period, a new fund is offered on substantially the same terms, for as long as the rolling fund continues to operate. With this fund structure, rolling funds are publicly marketable and remain open to new investors.”
Contributions
The fund managers are responsible for deciding what the contribution minimum or maximums are for LPs. Currently on the AngelList rolling fund marketplace the quarterly minimums range anywhere from $2,500 to $50,000.
Fee Structure
Like any venture capital fund, there are fees associated with a rolling fund.
Admin Fee
For all rolling funds on AngelList there is a 0.15% admin fee. The fee is similar to more traditional funds and syndicates offered through AngelList.
Management Fees
There are also management fees associated with rolling funds. Most management fees are 2% but can generally range anywhere from 0% to 3%. As defined by AngelList, “Each fund will pay the fund manager a customary management fee. Management fees generally accrue over the first ten years of each fund’s life and are typically payable in advance over four years. Like a traditional fund, GPs can waive fees on an LP-by-LP basis.”
Check out an example from AngelList below:
How to Get Involved with Rolling Funds?
The rolling fund structure opens up VC investing to many people who would have otherwise had a difficult time getting started. For example, imagine a fund built entirely around an independent media creator with a strong brand. High quality tech bloggers or university professors with a deep understanding of startups and a large audience can raise funding quickly on top of their brand and expertise. It could create an additional income stream for these individuals and allow them to build wealth through venture investing.
Networking
A common thread is that rolling funds will open up the opportunity to create a VC fund to anyone with a great network, access to deals, and good judgement around startups. Whether it’s an elite tech blogger, current founder looking to invest on the side, or startup executives who wants to benefit from their understanding and access to early stage companies – there will be new players in the VC game that might be different than the typical venture investor.
Exploring
Since launching rolling funds, AngelList has launched a marketplace where anyone can peruse and check out different funds that are currently raising. You’ll be able to check out the different funds (and their managers) to get an idea of who is in the space. Check it out here.
Invest
With lower investment minimums and more availability, rolling funds are becoming a feasible investment for non-traditional investors. Founders particularly are beginning to invest in rolling funds to invest in other founders. Of course this is an incredibly risky investment and should seek advice before investing.
How Rolling Funds Could Impact Fundraising
As we previously discussed, rolling funds have created more funding options for startups. Because of this it has the opportunity to impact the current VC fundraising process.
Related Resource: All Encompassing Startup Fundraising Guide
Increase in Total Number of VCs
Rolling funds will lead to an increase in the total number of VC’s. More entrants into the VC business will lead to pressure on the traditional players in the ecosystem and more competition for deals. This competition will lead to better prices for founders raising capital. Would you rather take money from your long time friend’s rolling fund or a Sand Hill Road VC during your Seed round? These options may be real in the next 5-10 years.
Rise in Early Stage Investing
At first, rolling funds will primarily impact early stage investing. Most of these new funds have raised relatively modest amounts of money compared to large VC’s. Due to the large amounts of capital needed to play at later stage investing, rolling funds might not have an impact there just yet. However, due to the nature of compounding, some rolling funds might grow much larger than expected. VC is dominated by power laws, and the most successful rolling funds might find themselves with LP’s begging to get into future rounds. A rolling fund with a few smash hit successes can instantly raise additional LP capital. Traditional VC’s would have to wait longer to do so. One can even expect large VC’s to adopt the rolling fund model in the future.
Easing Exit Pressure
A final way that rolling funds will help founders is by easing exit pressure. All VC investors (including those who run rolling funds), will want your company to swing for the fences and seek to be a massive outlier. Traditional VC funds, however, need to show returns to LP’s on a roughly 10 year time horizon so that they have the momentum necessary to raise additional funding. This sometimes gives VC’s an incentive to push your company to exit or IPO within a specific time frame. LP’s want to see returns on set schedules. If your company’s exit would help show better returns, your VC’s might pressure you into selling your company prematurely. With rolling funds, this is not as much of an issue, as they can raise funding from LP’s on a continuous basis, vs having to raise a giant new fund every 10 years.
Rolling Fund FAQs
Because rolling funds are fairly new to most founders and investors – check out a few common questions below:
Can You Market a Rolling Fund?
One of the unique factors of a rolling fund are that the general partners behind them are allowed to market them to the general public. As AngelList writes, “Unlike most traditional venture funds, managers of Rolling Funds (known as general partners or “GPs”) can publicly advertise their offerings to grow their investor network and raise money.”
Because of this, GPs of a rolling fund can attract LPs from different walks of life. More individuals are beginning to invest in rolling funds which means that startup founders will have a more diverse network of investors with more resources and connections available.
What is the Difference Between a Syndicate and a Fund?
As put by the team at AbstractOps, “A startup syndicate – or an investment syndicate – is a special purpose vehicle (SPV) created for the sole purpose of making one investment. Although syndicate investors are typically high-risk (high-reward) investors, through syndicates, they can invest in more deals with small amounts of capital, as little as $1,000 per syndicate. ” This means that a syndicate is only investing in a single company. On the flip side, a fund is dedicated to making investments across many companies.
Related Resource: Accredited Investor vs Qualified Purchaser
Is There a Minimum Investment for a Rolling Fund?
The minimum investment for a rolling fund varies from fund to fund. The list of Rolling Funds currently raising on AngelList varies anywhere from a minimum of $2.5K a quarter to $167K a quarter.
Checkout Visible’s Investor Database To Find the Perfect Investor
Early signs show that rolling funds are here to stay and can be transformational for both venture capitalists and startup founders. If you’re a founder looking to raise capital, check out Visible Connect, our investor database, here. We maintain the database with firsthand data and will continue to add new funds and data as it becomes available.
founders
Fundraising
5 Insurance Policies You Should Understand Before Securing Your Next Funding Round
While you’re busy launching your startup and talking with investors, insurance might not be high on your priority list. But as you start planning to raise your next round, keep in mind that commercial insurance will most likely be a requirement of securing venture funding. Not having insurance can even slow down funding, so it’s wise to get the coverage you need ahead of time to avoid closing new rounds.
Venture capital firms often require certain policies to help mitigate the risk associated with investing in your startup. Here we’ll explain five key policies you should understand to help make your next funding round as smooth and seamless as possible.
Directors & Officers (D&O) Insurance
D&O insurance will likely be the first policy you need to have in place to secure if you’re raising money from investors. D&O covers you, the company, and your board of directors from a broad array of claims associated with wrongdoing that results from managing the company. Some examples include:
Theft of trade secrets
Misrepresentation that results in a loss for investors
Breach of fiduciary duty
D&O has three main coverage areas:
Side A: Covers individual insureds not indemnified by the corporation
Side B: Covers reimbursing the corporation for indemnifying individuals
Side C: Covers the corporation itself against securities claims, such as company mismanagement
It’s important to note that D&O will not cover any instances of intentional illegal acts, such as fraud or illegal remuneration.
Tech Errors & Omissions (E&O)
Tech E&O is a type of professional liability policy that is specifically designed for the needs of tech startups and can cover liability associated with technology products or services you provide, media content, and network failures. Essentially, this policy covers claims where your products, services, or professional advice results in a financial loss for your clients. As your startup grows this policy will be essential to mitigating these risks. Keep in mind, tech E&O will not cover claims associated with a deliberate breach of contract.
Cyber Liability Insurance
While tech E&O will cover errors or omissions, it will not cover cases of cyberattacks. For that, you’ll need Cyber Liability. This is the only type of commercial policy that will help cover the damages associated with data breaches. You can often add this coverage to your Technology Errors & Omissions policy.
Startups rely on technology to keep their operations going and this leaves them vulnerable to hackers. In fact, a report by Verizon found that almost a third of all cyberattacks involved small companies and the average cost associated with data breaches, like notification and legal fees, will set you back thousands of dollars.
To help cover this risk, it’s important for startups to have Cyber Liability in place. This policy covers liability that originates both internally from employees and externally from hackers, and can cover the following areas:
Loss of digital assets
Business interruption expenses
Cyber extortion
Non-employee and employee privacy liability
Digital media liability
It’s important to note that Cyber Liability will not cover risk mitigation costs or loss of first-party intellectual property.
Employment Practices Liability insurance (EPLI)
As startups secure more funding and hire new talent, the risk for employee-related claims goes up. Since many startups often lack the HR and legal resources that large corporations have, disgruntled employees could easily sue for allegations of discrimination, wrongful termination, or harassment. Not only are these claims costly, but they can also damage a startup’s reputation.
EPLI insurance will cover the startup and employees against allegations of:
Discrimination
Wrongful termination
Sexual harassment
Retaliation
Workplace harassment
Breach of employer contract
Keep in mind, EPLI does not cover claims of bodily injury to employees. That’s what Workers Compensation is for.
Key Man Insurance
Key Man insurance is simply a corporate-owned life insurance policy, typically on the founder or CEO. With startups, the sudden or unexpected death of someone as important as the CEO or founder could sink the company. With Key Man insurance, if this were to happen, the company would receive the life insurance payout.
The Key Takeaway
As you start planning your next funding round, make sure you keep insurance top-of-mind. You’ve worked long and hard to get here, so it’s important your company is adequately protected. VC firms know they’re taking a big risk by investing in your company, so they’ll need reassurances their liability is covered. Don’t wait until the last minute to provide proof of insurance, you should make sure you’re getting the right coverage that fits your budget.
Some startups might find it difficult to secure commercial insurance due to their limited financial history. Make sure you use a broker that specializes in helping startups with broad management liability coverage.
With these policies in mind, you’ll be ready to sign on the dotted line to secure your next funding round in no time.
Related Resource: Down Round: Understanding Down Round Funding and How to Avoid It
By Emily Lazration, CoverWallet
Emily is the Content Marketing Specialist at CoverWallet, a tech company that makes it easy for businesses to understand, buy, and manage commercial insurance online. She has written for several outlets including Inc., Ooma, and Fundera covering small business news and advice.
founders
Fundraising
What Are Convertible Notes and Why Are They Used?
What is a Convertible Note?
A convertible note is a type of short term debt that converts into equity. Convertible note holders essentially get paid interest in the form of discounted equity shares, rather than regularly scheduled payments. They are often used by early stage startups when closing a seed round, and later stage companies looking for more cash in a ‘bridge’ round before their next planned fundraise. Convertible notes have a few key components:
Conversion Discount — The discount at which the investor will receive shares at the date of maturity or the next ‘qualified financing’ (i.e. the next round of funding).
Valuation Cap — The cap on the valuation (i.e. price) that the investors will pay for their equity during the company’s next fundraise.
Interest Rate — This interest rate will be added to the principal amount invested when the debt converts into equity. Most convertible notes in 2020 have a low rate to keep the value primarily on the equity conversion & reflect the current interest rate environment.
Maturity Date — Like some other forms of debt, convertible notes have a maturity date at which the investor can request full payment back from the company. This date is mostly designed to set expectations for the date of the next round of funding.
It depends. They have some clear advantages in that they tend to allow deals to get done faster. However, many in the VC community have been critical, citing that they come with more complexity and hidden risk down the road if both sides are not careful.
Related resource: Liquidation Preference: Types of Liquidation Events & How it Works
Are Convertible Notes Good or Bad?
When Convertible Notes Are Good
Convertible notes are good for quickly closing a Seed round. They’re great for getting buy in from your first investors, especially when you have a tough time pricing your company. Paul Graham wrote a post in 2010 called ‘High Resolution Fundraising’ in which he argued that innovation in convertible securities allows for more accurate & personalized pricing in early stage funding. If you need the cash to get you to a Series A that will attract a solid lead investor at a fair price, a convertible note can help.
When Convertible Notes Are Bad
Convertible notes are destructive when used carelessly. Having too many notes or poorly structured notes outstanding can put your company and later negotiations at risk by complicating your cap table. You should partner with a lawyer who understands the ins and outs of convertible notes, and educate yourself prior to closing a round with this type of funding. Convertible notes are great for speed in Seed rounds, but they must be well thought out to avoid problems later on.
What Happens When a Convertible Note Matures?
When a convertible note is issued, both the investor and founders are expecting the debt to ‘mature’ by converting to equity during a financing round within the next 1 to 2 years. However, notes also come with maturity dates, enabling the investor to get their money back (with some interest added to the principal) if that financing round does not happen on time.
There have been instances in which companies are either acquired before their initial equity round or choose to not raise any equity funding. These are both rare occurrences, but they create tough situations. See investors are not making an exceptionally high risk investment just to get their principal back plus a small interest rate. VC’s and angels win by having huge outliers in their portfolio – if they don’t get equity and you become a unicorn, they lose. It’s best for founders to add language into their convertible notes that state what investors can expect to get in these situations.
Do You Have to Pay Back a Convertible Note?
Convertible notes are just like any other form of debt – you’ll need to pay back the principal plus interest. In an ideal world, a startup would never pay back a convertible note in cash. However, if the maturity date hits prior to a Series A financing, investors can choose to demand their money back. This could effectively bankrupt the company. After all, the startup raised the money because they didn’t have the cash in the first place. If a company raises money using multiple convertible notes, this risk is even greater. Because of this, neither side of the table wants a convertible note to reach its maturity date prior to the next round of funding.
Is a Convertible Note Debt or Equity?
Convertible notes begin as short term debt, but convert into equity during a later round of financing by allowing the investor to receive a discount on shares at a future date. The investor technically has downside protection in the event that the company goes out of business until the note converts. They are entitled to their principal in a liquidity event prior to the conversion date, or if the note reaches maturity prior to a qualified financing.
Related Resource: A User-Friendly Guide on Convertible Debt
How Does a Convertible Note Convert?
A convertible note converts at the next ‘qualified financing round.’ In most cases, convertible notes are issued during a seed round, with the Series A round being the expected conversion event. However, it’s critical to understand the terms at which the note will convert because it will have a huge impact on dilution (this article goes into depth on convertible instruments and dilution). There are three options, all of which are explained in great detail in this post from CooleyGo and this one from Alexander Jarvis
Pre Money Method
In this instance, the convertible note converts based on the pre-money Series A valuation of the company. The dilution in this case will be passed from the founders on to the note holders and new Series A investors.
Percent Ownership Method
With this method, the note will convert based the percent ownership that the incoming Series A investor expects to receive. Founders bear the brunt of all of the dilution, which benefits the convertible note holder in addition to the new investor.
Dollars Invested Method
This method is unique in that it includes the value of the convertible note in the post money valuation of the company. In the Pre Money Method, the founder is favored at the expense of investors, while in the Percent Ownership Method, the founder gets diluted more than they expect. The Dollars Invested Method serves as a middle ground between the two, and allows the dilution to be shared amongst the Seed investors, Series A investors, and founders.
Why Are Convertible Notes Used By Startups?
Convertible debt has obvious advantages in that it can allow you to get deals done faster. By giving your first investor(s) a good deal, you compensate them for taking a risk on your team by allowing them the option to take a future stake in your company at a discount, while protecting their downside risk. However, you should be warned that these early benefits can come with nasty long-term consequences if you are careless with convertible notes. It’s best to be careful, do your research, and understand the terms so that you’re protected for future rounds.
When Should Convertible Notes Be Used?
When they can help you close your seed round faster:
If a company is trying to raise a seed round, one of the biggest challenges they’ll face is getting the first investor to say yes. There is an old saying in the startup world that the most common question investors ask is ‘who else is investing?’ There is a ‘herd mentality’ stereotype that is often applied to VC’s.
Even though it drives founders crazy, investors have a point. Startups almost always need cash to succeed, and if they’re not fundable, they’ll fail. For an investor to see a return, the company will need many other investors to see the same value.
No investor takes more risk in this regard than angels or early stage VC’s. They need to take the first chance on a company, typically long before it has any substantial financial or user data to make a convincing funding argument that’s based on fundamentals. Angels are making high risk bets on an idea, a team, and a market. Convertible notes allow founders to provide better deals to investors who take this risk, and ultimately give you a chance to scale your company.
To give you more time to determine a valuation:
One of the most difficult problems when getting an early stage deal done is agreeing on a valuation. Seed stage founders don’t have much data to help price their company, and every investor wants to wait until someone else agrees on a given valuation to get on board. Investors keep the company arms length, waiting for another fund or angel to take the first step.
With convertible notes, founders can offer better terms to an investor who writes the first check, and delay having to put a firm price on their company. Notes also enable companies to avoid extra legal fees associated with negotiations that take place during equity financing . This allows them to save cash and get deals done faster (although there are now templates like Series Seed documents that make this easier).
When Should Convertible Notes NOT Be Used?
When they can overcomplicate your cap table:
If a company raises money with multiple convertible notes, the cap table can get complex and the founders may place themselves in an uncomfortable position. This is especially the case if they don’t hit the next qualified financing on time. Convertible notes are still debt prior to their conversion. You may be liable to pay back cash that you don’t have if your future round doesn’t go as planned. This also gets awkward if founders don’t raise another round of funding at all (i.e. if the company gets acquired, hits profitability, or goes out of business). The key is to remove the complexity by trying to include these scenarios in your thinking prior to closing the seed financing. We suggest reading more about this from Jose Ancer on his insightful blog: Silicon Hills Lawyer.
When they come with extra dilution and liquidation multiples:
We touched on dilution in convertible note conversion earlier in this post, but they can also pose another challenge: liquidation multiples. Here’s a quick example on how a hidden liquidation multiple can surface with a convertible note:
Let’s say an investor who gives us a convertible note worth $1M at a $10M valuation cap (more math to come later). If we raise a $20M seed round, this investor ends up owning roughly 10% of a company that is now worth $20M. They only paid $1M, but now are entitled to $2M in the event of a liquidation. This investor will now receive 2x what they paid in the event of an early liquidation that is worth less than the initial valuation. This is quite disadvantageous for the founder (and potentially other investors). You can avoid this situation by adding some additional language to your convertible notes – similar to this this paragraph suggested by Mark Suster (but consult your lawyer first).
Related Resource: Everything You Should Know About Diluting Shares
What the pros say:
Many investors, such as Jason Lemkin, Fred Wilson, and many others have been critical of convertible notes. They would rather put a price on the company and believe that, due to their experience, they can negotiate a fair price quickly. They also argue that the valuation cap essentially puts a price on the company by default. If you’re willing to price your company, why not just raise the equity and avoid the headache that can come with the conversion? Jason Lemkin also argues that investors who invest with convertible debt are less incentivized to be involved early on. After all, they don’t yet have any control or stake in the company. To some investors, the complexity of convertible notes is not worth the time saved – it’s simply pushing important conversations down the road while exposing both sides of the table to unnecessary risk.
Convertible Note Examples
Let’s say you’re a founder of a seed stage company who just raised $1M via convertible note. The valuation cap is $10M and the discount rate is 20%. Then, you raise a Series A round 18 months later at a $20M valuation. If there are 1M shares outstanding, then new investors will pay $20 per share, while the investor who issued the convertible note will receive equity based on either a valuation cap or the discount – typically whichever is most advantageous for the investor on a price per share basis.
Example 1 - If the note converts based only on the $10M valuation cap, then the $1M invested will convert into a $10 per share price vs a $20 per share price ($20/share multiplied by ($10M cap divided by $20M Series A valuation), turning the $1M investment into $2M in simple terms. The $1M investment will now convert into 100,000 shares. The seed investor will get an effective 50% discount on the shares ($10/share vs $20/share) and a 100% return on their investment.
Example 2 — On the other hand, if the note converts at the 20% discount rate, the investor will be able to buy the shares for $16/share rather than $20/share. This would allow the investor to convert their $1M investment into 62,500 shares ($1M / $16/share) rather than 50,000 shares had they invested in the Series A. The $1M investment converts into equity worth 1.25M, a 25% return on their investment.
In this case, the investor would convert the shares on the basis of the cap, because it provides better economics. The math works out similar to what would have happened had they simply invested $1M at a $10M post money valuation, but they did not have to bear as much risk as typical equity holders and likely got less dilution. The investor, in exchange for taking an early chance on a company, gets a better deal than those who came in later. This is an overly simple example of how a convertible note works, but it’s useful to see how the conversion math looks in practice.
Looking for more resources on fundraising, investor updates, and navigating the unsteady waters of startups? Subscribe to our newsletter — The Visible Weekly, Curated resources and insights delivered every Thursday.
founders
Fundraising
Product Updates
Visible Connect: Introducing Our Investor Database
TL;DR — We are excited to announce Visible Connect, our investor database. Visible Connect uses first hand data and directly integrates to our Fundraising CRM. You can give Visible Connect a try here.
Fundraising is a challenging, time consuming process for startups. One of those challenges is finding the right investors. Founders spend countless hours trying to understand:
Is this investor active? What deals have they done recently?
Will they lead? Take a board seat?
What geographies do they invest in? What stages? What verticals?
What size checks do they typically write?
Have they raised a new fund recently?
Do they have certain traction metrics or growth rates they like to see?
The current patchwork of data sources & resources lack the founder first mentality, can be cost prohibitive and lack insightful data for founders who are fundraising.
This isn’t a novel idea. Founder-friendly individuals who know the pain of fundraising consistently try to solve aspects of this problem with lists like Joe Floyd’s Emergence Enterprise CRM and Shai Goldman’s Sub $200M fund list. We believe these efforts should be coordinated and data aggregated for the benefit of founders everywhere.
Introducing Visible Connect
In the spirit of the Techstars #givefirst mentality, we are thrilled to announce Visible Connect. Our attempt at curating the best investor information in the world and opening it up as a resource for founders to derive investor insights and run more efficient fundraising processes.
Visible Connect allows founders to find active investors using the fields we have found most valuable, including:
Check size — minimum, max, and sweet spot
Investment Geography — where a firm generally invests
Board Seat — Determines the chances that an investment firm will take a board of directors seat in your startup/company.
Traction Metrics — Show what metrics the Investing firm looks for when deciding whether or not to invest in the given startup/company.
Verified — Shows whether or not the Investment Firm information was entered first-handed by a member of the firm or confirmed the data.
And more!
Visible Connect + Fundraising Pipelines
Once you filter and find investors for your startup, simply add them to your Fundraising Pipeline in Visible to track and manage your progress (You can learn more about our Fundraising CRM here).
We believe great outcomes happen when founders forge relationships with investors and potential investors. One of the benefits of the current system is that founders with options are forced to be thoughtful about who they reach out to. However, not all founders feel they have options. They need to know that they do.
We believe Connect is not a tool for founders to ‘spray and pray’ or spam investors with template cold emails. There will be no contact emails provided on the database for this reason.
We believe founders waste precious time trying to figure out investor fit and profile for their given stage when they could be spending that time building potentially fruitful relationships with the right investors. It should not be a core competency of a founder to understand all of the investment thesis for venture investors.
Connect Data Sources
We collect data in three principal ways:
Primary information – Direct attestations from venture capitalists, accelerators and other investment firms about their business
Secondary information – investor lists provided to us by venture capitalists (co-investors) or startup founders aggregated in the course of a fundraise or the ordinary course of business
Public information – third party data sources that are not labeled as proprietary or have terms of use associated. These sources may include: deal flow newsletters, public lists and databases, social media posts, journalistic articles, and more
We’d like to give special thanks to all the individuals who gave their time to build data sources used in the compilation of this ongoing project.
The AllRaise Airtable of investors. All Raise is on a mission to accelerate the success of female founders and funders to build a more prosperous, equitable future.
Data from the team at Diversity VC
The Southeast Capital Landscape built by Embarc Collective, Modern Capital, Launch Tennessee, and HQ1
Joe Floyd and the Enterprise Fundraising CRM
Shai Goldman and the Sub $200M VC fund list
Crunchbase Open Data Map API
NVCA’s membership database
The Fundery’s Essential VC Database for Women Entrepreneurs
Venturebeat’s NYC lead investor roster
This public airtable aggregating investors who invest in underrepresented founders (anyone know who we can give credit to?)
David Teten’s list of Revenue-based Investors (and Chris Harvey’s tweet about it)
Tech In Chicago’s list of Chicago VCs
Clay and Milk’s list of Midwestern VCs
Brian Folmer of XRC Labs
Nick Potts of Scriptdrop
Ideagist’s list of accelerators and incubators in California
Jason Corsello’s Future of Work Investors
Dan Primack’s Pro Rata Newsletter (We manually enter this data daily)
Evan Lonergan’s Excoastal (We manually enter this data weekly)
Austin Wood’s Tech Between the Coasts (We manually enter this data weekly)
We’re always looking to bring on more data sources, contributors and maintainers of the project. If you want to submit a data source or help contribute you can fill out this Airtable form.
founders
Hiring & Talent
Employee Stock Options Guide for Startups
What are employee stock options (ESOs)?
Employee stock options are vital for all startup founders and employees to understand. For startup employees the benefits often come in other forms than salary — one of the major ones being ownership in the company.
Discussing stock options and compensation plans can be intimidating — especially for first time founders or employees working at a startup for the first time. New terms are thrown and legal documents are thrown around in conversation which can lead to confusion and intimidation. However, this does not need to be the case. The guide below is intended to help both startup founders and employees understand the basics on employee stock options.
Investopedia defines employee stock options as, “a type of equity compensation granted by companies to their employees and executives. Rather than granting shares of stock directly, the company gives derivative options on the stock instead. These options come in the form of regular call options and give the employee the right to buy the company’s stock at a specified price for a finite period of time. Terms of ESOs will be fully spelled out for an employee in an employee stock options agreement.”
The benefit of ESOs for early employees is quite simple. By choosing to work for a startup an employee is taking an inherent risk. To get compensated for the risk employees are offered ESOs. If the startup’s stock price rises above the exercise price, an owner of stock options will make out well.
On the flip side, startups are also incentivized to offer employee stock options. By offering stock options founders and startups are incentivizing employees to work towards growing the company’s valuation and also encourages an employee to stay with the company as they have to wait for the stocks to vest (more on that later).
Ultimately, employee stock options are an instrumental part of finding and retaining top talent for startups. While strapped for cash, startups often cannot compete with salary offers from larger firms so can attract top talent by offering equity and ownership in the company.
Is an Employee Stock Ownership Plan (ESOP) the Same Thing?
Similar but not to be confused with employee stock option plans are employee stock ownership plans. As defined by the SEC, “An employee stock ownership plan (ESOP) is a retirement plan in which the company contributes its stock (or money to buy its stock) to the plan for the benefit of the company’s employees. The plan maintains an account for each employee participating in the plan. Shares of stock vest over time before an employee is entitled to them. With an ESOP, you never buy or hold the stock directly while still employed with the company. If an employee is terminated, retires, becomes disabled or dies, the plan will distribute the shares of stock in the employee’s account.”
The key difference between an employee stock ownership plan and employee stock option is that an ESOP is a retirement plan. Whereas an ESO is when an employee has the right to buy shares at a set price over a given period of time.
Related Resource: How to Choose the Right Law Firm for Your Startup
Are there different types of employee stock options?
Employee stock options come in two main types of options: incentive stock options and non-qualified stock options. The main difference between the two mostly revolves around their tax structure. There is a third type rarely used called “restricted stock units.” For the sake of this post we will be focusing on incentive stock options and non-qualified stock options.
Incentive Stock Options (ISOs)
As defined by Investopedia, “an incentive stock option (ISO) is a company benefit that gives an employee the right to buy stock shares at a discounted price with the added allure of a tax break on the profit. The profit on incentive stock options is taxed at the capital gains rate, not the higher rate for ordinary income.” Let’s break that down.
To get started, there are a few tax benefits when it comes to ISO. The first benefit comes when exercising (AKA buying) your shares. Generally speaking, you do not have to pay taxes when buying incentive stock options.
Assuming you exercise your shares and hold on to them for at least one year, you qualify for a tax benefit on the selling end as well. As Investopedia mentions above, when selling your ISO shares you are potentially taxed at capital gains as opposed to ordinary income. Generally speaking capital gains taxes are less than ordinary income taxes. This means that you’ll be taxed at the lower bracket.
However, if you sell your shares immediately after exercising you will be taxes at the ordinary income level (similar to Non-qualified stock options). ISOs are generally awarded to high level managers and high value employees. For a startup, this usually means the early employees and founders.
Non-Qualified Stock Options (NSOs)
On the opposite end of incentive stock options are non-qualified stock options. As defined by Investopedia, “a non-qualified stock option (NSO) is a type of employee stock option wherein you pay ordinary income tax on the difference between the grant price and the price at which you exercise the option.” So how do NSOs differ from ISOs? As we mentioned earlier, it comes down to the tax benefits.
Whereas incentive stock options are only taxed when selling (and potentially taxed at the capital gains rate), non-qualified stock options are taxed when exercising and selling your shares. Non-qualified stock options are more common than incentive stock options.
Related Resource: The Main Difference Between ISOs and NSOs
How Do Employee Stock Options Work?
It is important for both startup founders and early employees it is important to understand how employee stock options work. The different tax structures, terminology, and legal documents can make it an intimidating task. As stock options are an integral part of startup culture there are a few terms and ideas that everyone should be familiar discussing.
Granting
Generally when signing a job offer you will receive an offer grant. This is when the company is offering/”granting” the option to buy stocks. It is important to remember that stock options are not actual shares of stock but rather the option to buy these shares at a set price on a later date. So how do you make money on stock options? When the price between the offer or grant price (the price you can buy the shares at) and the market value of the company rises.
At the time of receiving an offer letter you will also receive a stock option agreement. This document will include different dates, terms, and details that are pertinent to your grant. This includes what type of options you will receive, number of shares, vesting schedule, and the expiration date.
Vesting
Vesting is a mechanism that companies can use to encourage employees to stay longer. As defined by Investopedia, “Vesting is a legal term that means to give or earn a right to a present or future payment, asset, or benefit. It is most commonly used in reference to retirement plan benefits when an employee accrues nonforfeitable rights over employer-provided stock incentives or employer contributions made to the employee’s qualified retirement plan account or pension plan.”
As we mentioned earlier when you receive a stock option this is not actual shares but rather the ability to buy shares at a later date. In order to retain employees, most companies will include a vesting schedule with their offer. This is the schedule in which you will have the ability to exercise your shares. A vesting schedule usually takes place over a period of time and may be split over the course of a few years or milestones.
The most common vesting schedule for startups is a time-based schedule. This means that you’ll receive a set amount of shares over a set amount of time. Usually there is a “cliff” which is a set date where you get the first portion of your shares.
The most common startup setup is a 4 year vesting schedule with a 1 year cliff. This means that after working for a company for a full year, the employee will receive the first quarter of their shares (1 year cliff). After the first year, the employee will receive their remaining shares over the next 3 years on a specific calendar. Usually 1/36 of the remaining shares each month.
What Are the Benefits of Employee Stock Options?
There are clear pros and cons of employee stock options. Generally speaking the benefits of ESOs outweigh the cons. From the perspective of a startup, the benefits of ESOs are quite clear.
Generally speaking startups are strapped for cash and may not be able to compete with larger firms hiring for the same positions. When top talent is evaluating where to work they are generally looking for a few things: ownership, collaboration, transparency, and growth.
Ownership can come in 2 forms, ownership in their work and ownership in the company. Offering ownership in the form of stock options is a surefire way for a startup to find and retain top talent. At the end of the day, early startup employees are taking a risk and likely a paycut to join a team that is attacking an interesting market or building a strong product. Rewarding talent for taking the risk is a must for early stage startups.
Pros
As we alluded to above, the pros of offering employee stock options are quite clear for a startup. On top of the ability they can be used as a tool to attract and retain top talent there are a few other pros:
Employee stock options give employees ownership in the company. This leads them to feel more invested in the success of the business.
ESOs offers startups financial benefits. Instead of paying a large salary they can make more competitive and attractive offers.
ESOs also improve employee retention. This will allow human resources and management to focus on building the business as opposed to hiring new talent.
Employees are directly rewarded for the growth of the company. If the valuation of the company goes up, so does their net worth.
If employees are offered incentive stock options (ISOs) instead of Non-qualified stock options (NSOs) there are plenty of tax incentives.
However, with pros comes cons. While not as plentiful as the pros of offering employee stock options there still are cons of offering ESOs.
Cons
As we mentioned above, there are still cons when it comes to startups offering employee stock options. A few common cons startups often see with employee stock options are:
While the examples above are the most basic forms of tax implications. However the tax structure can get complicated and frustrating for employees.
The more shareholders you have on the captable the more important dilution becomes. Dilution can be costly for investors and employees on your cap table and will be something startups need to be wary of.
Valuing stock options can be difficult. At the end of the day, the value is on paper.
Employees are required to rely on the output of their co-workers and management to make sure their stock is valued as high as possible.
Related Resource: Everything You Should Know About Diluting Shares
While the pros generally outweigh the cons of offering employee stock options. There still are cons that startups and founders need to work through when it comes to offering stock options as a form of employee compensation at their company.
How to Issue Employee Stock Options?
Deciding when and how to issue employee stock options can be a difficult task. A startup or founder needs to understand how much they should pay employees in cash and then add in stock options. When setting out to issue stock options it probably looks something like this:
Define the role you are looking to hire. Decide what their total compensation should be. This can be taken from similar job postings and the market as a whole.
Decide how much of their total compensation you would like to pay in cash (AKA their salary).
Determine the gap between their salary and total compensation. This is entirely up to the startup or founder. It can be difficult to place a number here as the value of the company is solely on paper. Samuel Gil of JME Partners recommends doubling the value here. For example if there was a $10K difference in their salary and total compensation a startup should offer $20K in added compensation.
The next step is to determine the exercise price for the stock options. As Samuel Gil writes, “As we have previously reasoned, we will assume that a fair price for the stock options is the same as the price of the common stock. So, how much is the common stock worth? The most frequent procedure is to apply a discount (e.g. 25%) to the latest preferred stock value, since common stock doesn’t have the same economical and political rights that preferred stock (what VCs usually buy) does.”
Issue the number of shares. This is up to the startup and founder but can be calculated with the logic above. If you find the common stock price to be $5 and need to compensate an employee $20K that would be 4000 shares. This can be quite subjective as we need to remember dilution and valuation can rapidly change.
Related Reading: How do you Determine Proper Compensation for Startup CEOs and Early Employees?
How Are Stock Options Taxed?
As we mentioned above the tax benefits, or lack thereof, are an integral part of employee stock options. To recap here, the main difference comes between incentive stock options and non-qualified stock options.
On one hand, we have incentive stock options. ISOs offer many tax benefits. ISOs are only taxed when selling the shares of stocks — and only taxed at the capital gains rate (which is generally less than ordinary income tax).
On the other hand, we have non-qualified stock options. While more common, NSOs do not offer the same tax benefits as incentive stock options. NSOs are taxed both when exercising and selling.
What Happens When Employee Stock Options Are Exercised?
We’ve covered what stock options are, how they are issued, how they are vested, and how they can be a benefit for both employees and startups. But what happens when ESOs are actually exercised?
As we mentioned above, an employee usually does not have the ability to exercise their stock options until they have vested. For this example, we will say this is on a standard vesting schedule so they are allowed to exercise their options after the 1 year cliff. So what happens after year 1 when an employee is allowed to exercise their options?
Depending on your company, there may be a few different options when it comes to exercising your stocks. Two common options for exercising stock options you might see:
Pay cash — use your own cash to pay for the shares yourself. This is the highway risk approach as you are not guaranteed to make any profit on your share moving forward.
Cashless — on the other hand you can use a cashless approach. This means one of two things. You can either sell enough of your shares to cover the purchase price of your shares. Or you can sell all of your shares in a single move.
Employee Stock Options Terms You Should Know
As we’ve alluded to throughout the post, there are quite a few terms, conditions, documents, etc. that all parties should be familiar with when navigating their employee stock options.
Below are a few employee stock options terms you should know:
Vesting — The process used to reward shares and stocks to employees. Generally this takes place over a period of time so shares are gradually rewarded. A common schedule for startups takes place over 4 years with a cliff after year 1. Vesting allows startups to retain employees by slowly rewarding shares.
Incentivized Stock Options — One common form of employee stock options. Incentivized Stock Options are more preferable for tax purposes. Generally, someone only pays capital gain taxes when selling their shares.
Non-qualified Stock Options — The other common stock option is non-qualified stock options. While more common, NSOs require someone to pay more taxes. NSOs are taxed when exercising and selling their shares.
Restricted Stock Unit — Restricted stock units are grants of stocks a company will offer employees that do not require purchase.
Employee Stock Ownership Plans — Employee stock ownership plans is a retirement plan for employees. Employers contribute stocks to an ESOP account over a scheduled period. An employee participating in an ESOP plan never buy or holds the stocks while being employed by the company.
Employee stock options are an integral part of a startup’s success. ESOs are a powerful tool to attract and retain top talent. In order to best set up your ESO plan, you need to understand the basics of employee stock options. To learn more about attracting and retaining top talent, subscribe to our Founders Forward Newsletter We search the web for the best tips to attract, engage and close investors, then deliver them to thousands of inboxes every week.
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Metrics and data
How To Calculate and Interpret Your SaaS Magic Number
In a SaaS business, it’s critical to understand how your sales and marketing spend is affecting your annual recurring revenue (ARR) growth. In order to better help you understand how efficiently you are growing you need to understand your SaaS magic number.
So what is your SaaS magic number? The SaaS magic number is a way to evaluate whether or not you should continue to invest in customer acquisition, or take your foot off the gas.
Related resource: How to Start and Operate a Successful SaaS Company
Why Use the SaaS Magic Number?
Lars Leckie popularized the ‘Magic Number’ as a SaaS metric in the mid-2000s, citing it as a way to help companies decide ‘how much gas to pour on the fire’ of your startup. Subscription businesses are fortunate to have clearly definable payback periods, but it’s critical to understand the influence of today’s spending on future performance. The magic number helps SaaS companies determine the impact of sales and marketing spending on ARR growth.
So why track the SaaS magic number for startups?
Understand Your Sales & Marketing Efficiency
Ultimately your SaaS magic number is a metric intended to uncover just how efficient your go-to-market efforts are. By measuring your magic number, you’ll be able to better forecast future ARR growth and make sure your team is scaling in an efficient manner.
Evaluate Where to Spend
Because your magic number helps you understand your efficiency, you can easily translate this data to find the specific channels and go-to-market methods to put your focus, and dollars, behind.
How to Calculate Your SaaS Magic Number
There are many great resources that explain how the magic number is calculated. The SaaS CFO has an excellent in depth breakdown on the topic. Here is the SaaS magic number formula:
(Current Quarter Revenue – Previous Quarter Revenue) *4 / Previous Quarter Sales & Marketing Spend
Let’s say that you spend $100,000 on sales and marketing last quarter to create a monthly recurring revenue (MRR) increase of $25,000 for the quarter. This $25,000 will become $100,000 in ARR, provided that churn is minimal. In this case, your $100,000 in sales and marketing spend has earned you $100,000 in new ARR, resulting in a SaaS magic number of 1.0 for the quarter. This implies that you’ll pay back your sales and marketing expenses within a year.
SaaS Magic Number Benchmarks
A SaaS magic number of 0.75 or greater is said to be a sign that you should continue to invest in customer acquisition, while anything less than 0.75 means that you should reevaluate your spending. Many in the SaaS community view a magic number of 1.0 or greater to be ideal. However, you need to be careful not to view this in isolation. While the magic number is great at helping you determine how efficiently you can create new revenue, it won’t show the whole picture. Check out the SaaS magic number benchmarks below:
Less Than 1
Between 0.75 and 1.0 is a relatively green zone and represents that you can continue to invest in your sales & marketing efforts. However, if you’re magic number is much lower than that there might be something noticeably wrong in your process. For example, churn could be abnormally high or your customer acquisition costs (CAC) might (learn more about CAC ratio here) not warrant your current pricing model. The goal here is to improve period over period to get closer to a magic number of 1 or greater.
Equal to 1
As we mentioned above anything around 1.0, warrants further investment. Your current go-to-market process is likely working and it is time to start putting fuel on the fire. As Lars Leckie puts it, “if you are above 0.75 then start pouring on the gas for growth because your business is primed to leverage spend into growth.”
Greater Than 1
If your magic number is greater than 1 you likely are building a well-run machine. Revenue growth should almost feel easy at this point. You should pour on more investment and can test new channels and customer acquisition models along the way.
Other Metrics You Need To Use With the SaaS Magic Number
Your magic number may be great, but it doesn’t tell the whole story – be sure to factor these metrics in when evaluating your sales & marketing spend.
Churn Rate
Is your churn rate low? If your sales and marketing expenses are helping you generate new ARR, it doesn’t matter how effective you are at acquiring new customers if you can’t keep them for long. Customer retention is key to a solid SaaS magic number.
Gross Margins
What are your gross margins? If you have high COGS (and thus, lower gross margins), then you should keep in mind that the sales and marketing expenditure payback period will be longer. Just because your magic number may be greater than 1, doesn’t mean you should ramp up spending on customer acquisition until you know how long it will take to truly pay back the cost of those new clients.
Cash Flow
How much cash do you have to spend? This may seem self explanatory, but you should be careful not to break the bank just because you’re efficient at acquiring new customers. Downturns and unexpected events happen – be sure you have your cash flow modeled and keep it in check. You won’t be able to service your new customers if you run out of cash.
How to Track Your Key SaaS Metrics
The SaaS magic number is only one of many metrics that you should be tracking – be sure to check out our Ultimate Guide to SaaS Metrics to make sure you’re keeping an eye on every area of your business.
Track your key SaaS metrics, share investor updates, and engage your team all from Visible. Try Visible for free here.
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Operations
Leveraging the Venture Tech Stack to Source New Deals With Ablorde Ashigbi
Finding deal flow is a daily challenge for investors. Every investor has their own "secret sauce" for sourcing new deals. However, there are underlying technologies that investors can leverage to better their deal flow.
In this webinar, we cover:
Using tech to uncover and find new deals
Best Practices for Managing Potential Investments & Relationships
Best Practices for managing current portfolio companies
Other tech in the VC toolkit
5 minute demos of Visible and 4Degrees
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Metrics and data
What is a Startup’s Annual Run Rate? (Definition + Formula)
What is Annual Run Rate?
Annual run rate is the rough estimate of a company’s annual revenue based on existing monthly or quarterly data.
Annual run rate has been around for a while, and is not to be confused with annual recurring revenue – an important metric for subscription business models. Both are sometimes abbreviated as ‘ARR,’ but you should know that annual recurring revenue only applies when you have monthly or annual subscriptions as a source of income.
While annual recurring revenue is obviously useful for companies who sell yearly subscriptions to large enterprises, it can also be used to project total ARR for companies that sell a product with monthly recurring revenue. You can calculate this by simply multiplying MRR x 12. You should also exclude one-time on-boarding or setup revenue, and factor in your anticipated churn rate when creating annual projections.
How to Calculate Annual Run Rate
Annual run rate on the other hand can be used to project the future performance of any business. A company could use run rates to help calculate annual burn rate and prepare for future demand. Annual run rates are calculated by using current or past performance to estimate what your business will do in the future. For example, if you’ve done $100k in Q1 revenue and $150k in Q2 revenue, you could predict that you’ll do an additional $250k in revenue for the rest of the year, bringing you to an annual revenue run rate of $500k.
Annual Run Rate Examples
To help you illustrate how to calculate your annual run rate, we’ve put together an example below:
For the example, we have $12,000 in monthly recurring revenue and 12 months in a year. So we take $12,000 x 12 months to equal an annual run rate of $144,000.
When Are Annual Run Rates Useful?
Tracking annual run rates tends to be more useful when you need to predict future demand, and also when calculating annual burn rates. Both of these situations require you to allocate resources properly for the health of your business. They can help you determine how much inventory you need to hold if you’re a DTC brand, or how many new sales reps you’ll need to hire if you’re an enterprise SaaS company. In addition to this, they can help you determine how much funding you’ll need to reach profitability.
Predict future demand
By keeping track of your annual run rate, you’ll be able to better predict future demand. This not only helps with hiring plans, go-to-market strategy, and operational metrics but will also help lay the groundwork for inventory and funding needs.
Determine inventory needs
An annual run rate is an easy way to project your inventory needs oven a given period of time. However, seasonal businesses or those with volatile growth should be cautious when using run rates. For example, Amazon should not use their performance during the holiday season to project annual revenue, just like you probably shouldn’t use your mid-pandemic April 2020 metrics to predict the rest of the year.
Determine funding needs
An annual run rate is also a great tool to help early-stage companies determine their funding needs and timeline. You’ll be able to keep a close eye on your cash efficiency. Or even better, you can demonstrate past and future success to entice potential investors with your ARR.
When Shouldn’t You Use Annual Run Rate?
As we briefly mentioned earlier, there are certainly a few downsides to ARR and reasons that companies should not track it.
Seasonality
Many industries face seasonality and changes in buying patterns throughout different seasons. For example, a D2C company that thrives during the holidays will not want to use their data from peak season as it will demonstrate unrealistic growth and revenue.
One-time sales and expiring contracts
Additionally, companies that have one-time sales or large onboarding fees should avoid using an annual run rate. One time sales will not correctly portray the actual go-to-market and sales figures to give you the data you need to make informed decisions.
How to Use Run Rates Effectively
At Visible, we recommend being conservative with your run rate calculations to maximize the quality of your decision-making. Be careful about annual run rates – they can lead to incorrect forecasting, as not every quarter is the same. Growth can be nonlinear and the past is not the future. Overly optimistic run rates can kill companies, so you should err on the side of overestimating your expenses, and underestimating revenue.
Share your run rate with investors and team members using email Updates and automated Dashboards using Visible. Try Visible free for 14 days.
Other Helpful Metric Resources:
Our complete guide to SaaS metrics
Another great primer on SaaS metrics with advice from NetSuite & HubSpot executives
How to calculate your natural rate of growth
Monthly Recurring Revenue (MRR) Explained: Definitions + Formulas
Customer Acquisition Cost (CAC): A Critical Metrics for Founders
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