Startup Valuation
Early Stage Valuation Methods
V. 100517, V2. 081020
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Purpose
The purpose of these slides is to
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Use the startup valuation explorer file
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How to think about early-stage startup valuations
All leading to...
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The first rule of startup valuation
Your startup is worth whatever you and the investor agree it’s worth
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Valuation increases at each stage of equity funding
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Example progression of funding stages, investor types, and valuations of typical startup
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Startup stage | Investors | Investment type | Investment amount | Valuation |
Idea stage | Founders round | Personal funds | $50,000 | Not needed |
Product developed | Friends and family round | Simple loan | $30,000 | Not needed |
Early customers | 1st angel round | Convertible note | $150,000 | Not needed |
Traction | 2nd angel round | Equity | $250,000 | $1,500,000 |
Scaling | VC Round 1 (Series A) | Equity | $1,500,000 | $4,000,000 |
Rapid growth | VC Round 2 (Series B) | Equity | $3,000,000 | $9,500,000 |
Valuation and funding terminology
Pre-money valuation: value placed on company before an investment round; a key point of negotiation between founders and equity investors
Post-money valuation: value of the company after the investment round. Investment amount + Pre-money valuation = Post-money valuation
Founder dilution: amount of ownership given up by startup founders, expressed as a percentage, e.g., “founders are willing to give up 20% dilution in exchange for a $200,000 angel fund investment
Investor dilution: early investors give up a portion of ownership when future rounds are raised. Early investors can negotiate for anti-dilution rights attached to their preferred shares
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Valuation and funding terminology
Raise or round (investment round): process and result of raising money for your startup. Each round is given a name, such as Series A or Series B, etc.
Priced round: Agreeing with investors on the valuation of a startup and by extension the price per share of stock
Down round: Founders accept an equity investment at a lower valuation than previously established
Seed round: an investment used to start the company and create its first products or services
Series A, Series B, etc.: Typically the first venture capital rounds
Equity: ownership of the startup
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Pre-Money Valuation + Investment Amount = Post-Money Valuation
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Two perspectives to basic valuation
Entrepreneur
Investor
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Negotiations over value will therefore focus on the percentage of the company offered to the investor and the investment amount offered to the entrepreneur
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The Basic Valuation Equation
Pre-$ valuation ($2M) + Investment amount ($1M) = Post-$ valuation ($3M)
$1M / $3M = 33% Investor ownership
Confusing? See next slide
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The Basic Valuation Equation
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If 33.3% of the company is worth $1M,
then 100% of the company is worth $3M
The pre-money is inferred by the value placed on a percentage of the company
The Basic Valuation Equation Inverted
Investment amount ($1M) ➗% ownership (33%) = Post-$ valuation ($3M)
Post-$ valuation ($3M) - Investment $ ($1M) = Pre-$ valuation ($2M)
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Valuation and Raise Amount Sanity Check
Pre-money valuation / 2 = Maximum Raise
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Potential pitfalls on the way to early stage valuation
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Early-stage valuation pitfalls
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Early-stage valuation pitfalls - Too early
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Early-stage valuation pitfalls - Too high, too early
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Early-stage valuation pitfalls - No customer validation
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Early-stage valuation pitfalls - Valuing the idea or market potential
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Early-stage valuation pitfalls - Raise amount, equity, & valuation disconnect
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Early-stage valuation pitfalls - Over-optimizing valuation
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Early-stage valuation pitfalls - Stuck on valuation only
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Pause
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Down rounds (see also “the down round”)
An equity investment at a valuation lower than previously established; the company is now worth less than it was at the previous investment round
Why does this happen? Because the startup is running out of cash. Usually because it has not yet reached a milestone that would point to a higher valuation.
To close the down round, founders will accept more dilution in exchange for more cash to keep the startup alive
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In down rounds, founders and previous investors get diluted AND realize a lower valuation
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Some causes and effects of down rounds
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Signal that the CFO expects to be frugal. Dinner for board of directors meeting
Determining early stage pre-money valuations
It seems so important! How do we justify our pre-money valuations?
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Determining early stage pre-money valuations - Four categories
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2. Deal factors
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3. Macro environment factors
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4. Local environment factors
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The founder’s “pre-money” perspective: “How much is my company worth?”
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Early stage valuation methods
Many methods for estimating pre-money valuations for startups
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Early stage valuation methods - Table of Contents
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Early stage valuation methods
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Pro tip: share price comes later
When working through valuation calculations, think and discuss in terms of total value of valuation, not price per share. PPS is determined AFTER the valuation is established.
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Market comp valuation method
One of the quickest ways to establish a valuation for your startup
Compare it to another startup that has already closed a funding deal
Used by investors to get a quick estimate valuation for your startup
Logic:
“You are like startup X and it was just valued at $1.5M pre-money, so your startup must also be in that same pre-money range”
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Market comp valuation method
Added benefit of valuation comps:
Comps provide additional valuation for an investor; it other investors put money into the startup being used as a comparison to your startup, then it means the investors believe several things must be true
Valuation comps give the investor some confidence, aka, “There are other startups out there getting funding like the one I’m considering, so my investment might be safe or even profitable.”
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Market comp valuation method
Method overview
The market comp method is the most straightforward valuation method - find a startup that closely resembles your and has a publicized valuation (think Crunchbase.com) - same stage of development, similar team, similar market segment, similar technology or similarly unique offering.
Experienced investors in areas of the country with high startup activity use market comps to establish initial valuations for negotiations with startups, so this method works better in places like Silicon Valley, Boston, NYC, etc
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Market comp valuation method: mechanics
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1.Create a short profile of your startup
List the factors that describe your startup, e.g., stage of development, target markets, tech approach, & customer traction. Example profile →
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Startup attributes | Your startup |
Industry | Mobile |
Niche | App discovery |
Founder experience | First-time startup founders |
Company location | Boston |
Customer traction | 3 paying early adopters |
B2B or B2C | B2B |
Stage of development | Early - MVP launched |
Funding | Personal & F&F: $100,000 |
Team | Still recruiting |
Valuation | TBD |
2. Find similar startups with known valuations to use as comps
USe these sites:
Then make a list of the startup’s attributes similar to the one you made in Step 1
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3. Compare your startup profile to comp’s
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Startup attributes | Your startup | Comparable startup |
Industry | Mobile | Mobile |
Niche | App discovery | Search |
Founder experience | First-time startup founders | 1 experienced, 2 new co-founders |
Company location | Boston | NY, NY |
Customer traction | 3 paying early adopters | 2 Ad network mid-sized |
B2B or B2C | B2B | B2B |
Stage of development | Early - MVP launched | Early - version 1.2 released |
Funding | Personal & F&F: $100,000 | Seed: $250,000 |
Team | Still recruiting | Core team onboard |
Valuation | TBD | $2,200,000 |
4. Adjust comp valuation for large + obvious differences
E.g., stage of development, market size
When you find a good comp where most of the factors match except for one or two, adjust the valuation up or down to compensate for the difference
Not an exact science; use your best judgment and MAKE A NOTE WHY YOU MADE THE ADJUSTMENT - you will need to defend your valuation to investors
(By the way, you should ALWAYS document any method you use and the assumptions you based your valuation estimates on)
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Market comp considerations
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Pro tip: short discussions
Reaching an agreeable pre-money valuation is usually quick work for experienced investors and entrepreneurs
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Step Up valuation method
This method uses “yes-or-no” questions to arrive at a pre-money valuation and is granular enough to be defensible when negotiating with investors
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Method Overview
Inspired by the Berkus Method
Loosely quantifies major factors that strongly influence a startup's valuation and chances for success.
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Method Overview
10 valuation factors
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Method Overview
Each “Yes” checked out of the 10 valuation factors earns you another $250,000
Note that some early-stage startups may have checked all or nearly all of these and may be worth substantially more than $2.5M pre-money
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How to use the Step Up method
1.Rate your startup on the 10 step up valuation factors
2. Calculate your total pre-money valuation
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Psstt… see the steps? Hence the name
Step Up considerations
Substitute factors in the list: if you think it has significant impact on your valuation and is defensible to investors. Example: you have attracted an all-star board of directors (BOD)
All-or-none factors: Some investors may consider some factors all-or-nothing deal points.
Partial credit: instead of all-or-nothing, consider giving yourself partial credit for some factors (AGAIN DOCUMENT WHY YOU DID THIS)
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Speaking of the Berkus Method...
The Berkus Method assigns a number, a financial valuation, to each of four major elements of risk faced by all young companies – after crediting the entrepreneur some basic value for the quality and potential of the idea itself. Today, the method as explained, adds $500,000 in value for each of the following risk-reduction elements:
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Speaking of the Berkus Method...
...these numbers are maximums that can be “earned” to form a valuation, allowing for a pre-revenue valuation of up to $2 million (or a post roll-out value of up to $2.5 million), but certainly also allowing the investor to put much lower values into each test,:
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Pro tip: there are no “rules”
There are no exact formulas or even universally accepted methods for establishing early-stage valuations; regardless of which model you use, be able to explain your valuation and underlying assumptions
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Risk Mitigation Valuation Method
Assigns dollar values to the accomplishments and validations of the startup in four categories of risk mitigation
Why you need to know this method: This one is most specific to your venture and how your hard-earned validations add value to it.
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Example Risk Mitigation Valuation build up
Execution risk mitigation
Capital risk mitigation
Technology risk mitigation
Market risk mitigation
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Total: $935,000 pre-money valuation for this example - NOTE: These are not the “costs” the startup incurred; they are the value “to” the startup
The Risk Mitigation Method Advantage
Offers the advantage of summing many smaller elements or small victories
An investor can argue that one number is too high, but that number may be a small piece in total evaluation - the impact of that lowering impacts the total valuation less
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Risk Mitigation valuation, step by step
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Risk Mitigation considerations
Sanity check:
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Risk Mitigation considerations
Technology development dollars: Deciding how much value to place on Research and Development (R&D) $ invested by startup. Some considerations:
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Pro tip: there are no pro tips
Sort of… you need to know how to assign significance to your victories, milestones, and other accomplishments to use risk mitigation effectively
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The VC “post-money” perspective: “How much of the company do I think I should get for my investment?”
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VC Quick Valuation Method
Shows how quickly an investor can size up your startup and their estimation of what your valuation “should be”
This method jumps to the answer with only a few inputs
Why you need to know this method: Investors typically start with this one.
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VC Quick valuation, step by step
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VC Quick valuation, illustrated
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VC Quick valuation considerations
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Pro tip: not useful for very early-stage startups
There are too many guesses, you can’t estimate your monthly burn rate, team is not filled out or stable, cost to acquire customers is still too high
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VC Valuation Method
Relies on a few financial assumptions while ignoring founder experience, customer traction, and milestone achievement (though they do consider these factors when deciding whether to invest or not)
Uses an ROI expectation to determine pre-money valuation
Your mindset: begin with your exit valuation in an ideal future
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Exit value → Desired ROI to present post-money → subtract investment to pre-money
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Use a traditional method to value a mature firm (P/E, P/R)
Use the exit value from the future and the ROI to determine the inferred present value (Post-Money $)
Use the basic valuation equation to determine pre-money from the inferred post-money value and investment amount
VC Valuation Method Overview
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VC Valuation Method, step by step
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VC Valuation Method, illustrated
1. Understand the equation
Exit value (in 5-7 years)/Post-money valuation (now) = Desired ROI multiple
Now flip equation to solve for post-money valuation target
Exit value (in 5-7 years)/Desired ROI multiple = Post-money valuation (now)
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VC Valuation Method, illustrated
2. Estimate exit value: two ways
First way: simple exit with industry trends: startups on your space typically get acquired for 2x revenues. Assume $20M revs
Exit multiple (2x) X Exit Year Revenue ($20M) = Exit Value ($40M)
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VC Valuation Method, illustrated
2. Estimate exit value: two ways
Second way: More complex exit valuation using P/E multiples. Companies in your space have P/E ratios of 10; your EBIT are 16% of revenues (also known as return on sales); your Year 5 annual revenues will be $25M
ROS% (16%) X Exit Year Revs ($25M) = Earnings ($4M)
P/E (10) X Earnings ($4M) = Exit Value ($40M)
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VC Valuation Method, illustrated
3. Calculate post-money valuation
With exit value estimated, calculate what post-money would have to be NOW to meet investors’ desired ROI.
Exit Value ($40M)/ ROI (20) = Post-money valuation ($2M)
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VC Valuation Method, illustrated
4. Calculate pre-money valuation
Use the amount you are trying to raise to calculate pre-money valuation.
Post-$ valuation ($2M) - Investment amt ($500,000) = pre-$ valuation ($1.5M)
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VC Valuation Method, illustrated
5. Calculate equity percentage owned by investors
Divide investment amount by post-money valuation to get amount of equity owned by investor
Investment amt ($500,000) / Post-$ valuation ($2M) = % investor equity (25%)
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VC Valuation Method, illustrated
Let’s sum up, shall we?
Any questions?
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VC Valuation Method considerations
One big assumption: If your pre-money valuation is based on the idea that you could get acquired for $40M in the future, and investors don’t believe this exit value, you have little room to negotiate (hint: don’t rely on just one method)
Understanding the VC mindset: Experimenting with this method lets you understand how VCs think about investments: Startup must be able to exit for X dollars in Y years, and VCs require 20X ROI. Break any part of this hurdle and VCs will not invest
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Option pool impact on valuation
Because institutional investors commonly require startup to establish stock incentive plan in the form of stock options (Why? So company will continue to grow through hiring future key employees)
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“True” Pre-Money Valuation
It’s the “effective valuation” or the “option pool shuffle” that refers to the effect on your pre-money valuation when you create a stock option pool out of the founder’s equity
Pre-money option pools come out of the founder’s equity - founders pay for the entire option pool out of the unissued but authorized shares (i.e., “your” money)
Post-money option pools come out the combined equity of the founders and investors after the round has been completed (good luck)
In practice, the first option pool at Series A is almost always pre-money; later option pools are created with dilution to existing shareholders to let the venture continue to hire the best employees
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Ruh Roh
You negotiate pre-money valuation of $2,000,000. Then the investors return a term sheet that says:
“The Company’s pre-money valuation includes a reserve 20% of its Common Stock shares, on a full diluted basis, to be available for future issuances to directors, officers, employees, and consultants”
The effect of this term sheet clause lowers your pre-money valuation by $400,000 of the negotiated pre-money value (20% X $2M = $400,000)
Therefore, True pre-money of $1,600,000 + Investment of $500,000 = True post-money valuation of $2,100,000
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How to deal with it
Agree on a higher pre-money valuation that offsets the impact of the pre-money option pool
For example, $2.4M pre-money with investment of $500,000 for 20% of company with requirement for pre-money option pool of 20% is:
$2.4M x 20% = $480,000; true pre-money is $1.92M
True pre-money of $1.92M + $500,000 investment = $2.42M (compared to $2.1M true post-money in previous example; you just earned $320,000!)
Create an option pool based on the post-money valuation and ownership picture
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But don’t cheap out on employee stock options
“Startups should give employees more stock. Value is created over many, many years. Founders certainly deserve a huge premium for starting the earliest, but probably not 100 or 200x what employee number 5 gets. Additionally, companies can now get more done with less people.
“As an extremely rough stab at actual numbers, I think a company ought to be giving at least 10% in total to the first 10 employees, 5% to the next 20, and 5% to the next 50. In practice, the optimal numbers may be much higher.
“One problem is that startups try to have very small option pools after their A rounds, because the dilution only comes from the founders and not the investors in most A-round term sheets. The right thing to do would be to increase the size of the option pool post-A round, but unfortunately this rarely happens—no one wants to dilute themselves more, and this leads to short-sighted stinginess much of the time.”
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Here’s where Google’s first 21 employees are now
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What’s in it for me? Deal proactively with the option pool dilution
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