POST- & PRE-MONEY VALUE CALCULATOR
During fundraising, startups or SMEs as well as investors should have a good understanding of the difference between pre-money and post-money value.
With our Pre- & Post-Money Value Calculator, you can individually and easily calculate these two values, based on the intended investment and the number of share investor obtains in exchange. Despite this user-friendly tool, it is necessary to understand the terms Pre- & Post-Money Value and their application for any negotiations with investors.
What Are Pre-Money & Post-Money Values?
Pre-money value refers to the value of the company prior to an investor’s involvement. This reflects the value of the company as a whole, or equivalently the value of the individual company shares before the company receives capital from the investor. At the same time, it serves as a basis for decision about the amount of shares the investor receives in return for his or her investment.
Post-money value refers to the value of the company after an investor’s involvement. Thus, in addition to pre-money value, this value also takes into account the inflow of capital.
How to Calculate Pre-Money & Post-Money Value?
Post-money value is calculated by the following formula:
`text{Post-Money Value}= frac{text{Investor’s Invested Capital}}{text{% Investor’s Recieved Equity}}`
Alternatively, post-money value can be calculated from the number of outstanding shares, the number of newly issued shares, and the offered price per share as follows:
`text{Post-Money Value}= (text{# Outstanding Shares} + text{# Newly Issued Shares}}*text{Price per Share}`
In the simplest case, when there are no secondaries, convertibles, options, or the like to consider, pre-money value is straightforward:
`text{Pre-Money Value} = text{Post-Money Value} – text{Investor’s Invested Capital}`
Mini Case Study 1
A business angel invests in a startup, he or she receives 15% of the company shares in exchange for 45 TEUR investment.
What are pre-money & post-money values of the startup?
Post-Money Valaution = 45.000 € / 0,15 = 300. 000 €
Pre-Money Value = 300.000 € – 45.000 € = 255.000 €
Fundraising and the Difference Between Pre-Money & Post-Money Values
Confusion as to whether a specific enterprise’s value refers to pre-money or post-money can lead to major conflicts between the existing shareholders and the investor. Taking into account that the value of the enterprise is the reference for the calculation of the shares an investor recieves for his or her money, both parties should reach a common understanding about this at an early stage.
Mini Case Study 2
Assuming a startup seeks an investment of 300 TEUR at a valuation of 1,2 Mio.€. How does the ambiguity about the reference base, i.e. pre-money or post-money value, affect the amount of shares investor recieves for his investment?
In case the company valuation of 1,2 Mio.€ refers to the pre-money value, the amount of the investment of 300.000€ is added to this value. In the opposite case of post-money value of 1,2 Mio.€, the pre-money value is 0.9 Mio.€. This results in the following shareholding ratios after the investor’s entry:
Pre-Money Valuation Post-Money Valuation Value Share Value Share Founder 1,2 Mio.€ 80% 0,9 Mio.€ 75% Investor 0,3 Mio.€ 20% 0,3 Mio.€ 25% Sum 1,5 Mio.€ 100% 1,2 Mio.€ 100%
As can be seen, the ambiguity in the reference basis of the investment value leads to a 5% shift in the shareholding ratios and, in our case, to a blocking minority of 25% in the case of the post-money value – significant difference. For this reason, the topic of valuation and the distribution of shares resulting from the post-money value should be given appropriate priority in financing discussions.
Caution with Secondaries: Capital Must Flow into the Company
When investors invest in companies, it is often the case that, in addition to the investment in newly created shares (“primary”), shares are also taken over from existing shareholders. In these so-called “secondaries”, no new shares are issued by the company, as the existing shares merely change hands It is clear that the company does not receive a direct inflow of capital from such a change of ownership; rather, the capital ends up with the selling shareholder. The reasons for this approach may be a clearing of the captable by paying out the minority shareholders or a partial exit by the founders, who would like to realize part of the increase in value of the company after a longer financial drought.
From a pre- & post-money perspective, it is important to note that cash flows from secondaries should not be considered in pre-money & post-money value, as they do not benefit the company.
Pre-Money & Post-Money Valuation in the Case of Complex Capital Structures
Due to the significance and urgency of fundraising for startups and the creativity of all parties involved, one can often find quite complex capital structures even in early stage companies. These include warrants, convertible loans, employee stock option programs (e.g. ESOP), and similar arrangements that influence either the ownership or the flow of capital in the context of an investment.
In the case of such more complex capital structures, the calculation of the number of shares in post-money valuation is much more extensive. For this purpose, the calculation must take into account 1) the exercise of all in-the-money (ITM) options and 2) all shares from the conversion of convertible loans. Then, as usual, post-money value is obtained by multiplying the price paid per share by the total number of shares calculated in this way. The post-money value thus determined is therefore understood to be based on full dilution, full conversion, and exercise of all ITM options.
The same applies to the calculation of pre-money value: the entire capital that flows into the company is deducted from post-money value–not only the investment from the investor. This means, for example, that the calculation needs to consider the capital from the conversion of loans, as well as the capital from the exercise of ITM options.
Mini Case Study 3
Suppose a company with 100.000 shares finds an investor willing to invest 160.000€ in the company at 10€ per share. How much are pre-money and post-money values under the assumption that the company has the following obligations?
- Convertible bond in the amount of 100.000€ with a 20% discount at the next financing round
- Warrant entitling the owner to subscribe 20.000 shares at 11€ each
- Employee stock option program with 5.000 shares at 5€ per share.
In the first step we calculate the total number of shares:
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Now the individual calculation steps in detail:
- The shares from the new investment correspond to the amount of the investment divided by the offered price per share: 160.000€/10€ per share = 16.000 shares.
- The convertible bond is converted at 80% of the offered price per share (equivalent to 20% discount): 100.000€/(10€ per share * 80%)= 12.500 shares.
- The employee stock option program results in a further 5.000 shares.
So all together we get 133,500 shares, which at 10€ per share corresponds to a fully converted, fully diluted post-money values of 1.335.000€.
To calculate pre-money value, we need to take into account all the capital flows triggered by the conversions and dilutions:
| Post-Money Value | 1.335.000€ |
|---|---|
| – Investment | -160.000€ |
| – Convertible | -100.000€ |
| – Employee stock option program | -25.000€ |
| – Warrant | 0 |
| Pre-Money Value | 1.050.000€ |
Here too, the individual calculation steps in detail. To obtain the pre-money value, the following amounts must be deducted from the post-money value:
- the actual investment of € 160,000
- 100,000 from the converted bond, as well as
- 25,000 from the employee participation program =5,000 shares * € 5 per share
- The warrant was not included in this calculation as it is not ITM at €11 per share. The option to buy shares for €11 each will not be exercised at the current price per share of €10.
To conclude, the investor invests €160,000 in our model company at a post-money value of €1.335 million and a pre-money value of €1.05 million and receives 16,000 shares, which corresponds to 12%. The convertible bond is converted into 12,500 shares (9.4%) and the employees receive 5,000 shares (equivalent to 3.7%). Due to the dilution, the founders now only hold 74.9% of the original 100% of shares.
Importance of Pre-money & Post-money Valuation in Fundraising
In all financing rounds, it is essential to have a common understanding of the individual key parameters of the deal. The key parameters include the business model, the financial & liquidity plan, the KPIs, and above all the level of necessary investment and its intended use. Right after that, comes the question of the amount of the shares in return for the investment. Right after that, comes the question of the amount of the shares in return for the investment. It is at this point that the founder needs to have clarity on pre-money and post-money value of the company.
Pre-money & post-money values are based on the general valuation of the company, following the estimated capacity of future earnings, which is mapped in the finance & liquidity plan. The Startup CFO is happy to support you with this complex topic – you can find our services ‘as a service’ here.
