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  • Let's say I'm hanging out with my buddies one night and we

  • realize that there's a huge opportunity in

  • selling socks online.

  • And so we decide to start a company.

  • So the first thing we would do is we would

  • write a business plan.

  • And say, you know what?

  • In this business plan writing process, this is all we've all

  • contributed to it individually.

  • So we'll all be equal shareholders.

  • Let's say there's five of us friends.

  • So the first thing we want to do is we want to start a--

  • well you know, you could do in different orders, you could

  • just write up a business plan, or you can start the

  • corporation.

  • But we'll just assume we start a corporation.

  • And I'm going to indicate the corporation by creating a

  • balance sheet right from the get-go.

  • So, what are the assets of the corporation, and what are the

  • debt-- and what are the liabilities-- and we could

  • talk a little bit about what a corporation even is.

  • So it's asset to begin with.

  • It's essentially just an idea.

  • I mean, you could say it takes physical form to some degree

  • in the business plan, but it's just an idea first. And then,

  • there are no immediate liabilities, it doesn't owe

  • anybody any money.

  • And we learned in the balance sheet videos-- and you might

  • want to watch the balance sheet videos as a prerequisite

  • to this one-- but in general, assets are equal to

  • liabilities plus equity.

  • So this is assets.

  • The only asset we have right now is our idea.

  • Maybe you want to add the potential talent that we have,

  • maybe unique skills.

  • They are very intangible at this point.

  • These are the assets that our five buddies have together.

  • And we have no liabilities.

  • It doesn't sound like we borrowed money or anything.

  • So everything we have-- so the assets are equal to our

  • equity-- and I'll do that in a brown color-- so there's no

  • liabilities and we just have equity.

  • And equity is essentially what the owners of the company have

  • the rights to.

  • For example, if-- I haven't assigned any numbers here and

  • I did that for a reason-- but if the assets were $10 million

  • and liability was $5 million, if we had owed $5 million to

  • someone else, then you would have $5 million

  • left for the equity.

  • And that's what the owners of the company would have.

  • Me and my five buddies, or I guess my four buddies, we

  • decide we're the owners of the company, so we'll be equal

  • shareholders.

  • So we would split the equity between us five ways.

  • So we just pick an arbitrary number.

  • Let's say to begin with we have a million shares, so each

  • of us have 200,000 shares in the company.

  • And that's a bit of an arbitrary notion.

  • And you normally do assign some value to those shares

  • initially, it's some pennies per share, but I won't get

  • into the technicalities of that.

  • Just fair enough to say that we each have 200,000 shares in

  • this company.

  • And some of them go to me and then the rest of them go to

  • buddy one, buddy two, buddy three, and buddy four.

  • This is the equity right here.

  • And there's a total of one million shares outstanding.

  • Good enough.

  • Well, just an idea and some paper and some well

  • intentioned individuals alone isn't

  • enough to start a company.

  • We're going to have to create some type of an online

  • presence, and do some programming, and maybe have a

  • warehouse, and do some marketing.

  • So we're going to have to-- and really we're going to have

  • to quit our jobs so that we can work on this full time.

  • So we're going to have to raise some money.

  • Money to hire some engineers, so that we can quit our jobs.

  • To hire some marketing people, et cetera, et cetera.

  • So where do we get our money from?

  • So this is where the whole venture capital world comes

  • into the picture.

  • You've heard the word before.

  • I think you have some sense of what it is.

  • And the venture capital world, it's kind of separated into

  • different people who invest in different stages.

  • So you'll have people, they're called angel investors.

  • And sometimes these people won't even call themselves

  • venture-- angel investors.

  • And these are the guys that are kind of these, I don't

  • want to stereotype it, but they'll be kind of like the

  • old guys who made it big in the `80s and now they're

  • sitting on billions of dollars.

  • And they want to participate in the neat, fun ideas that

  • young guys like me and my friends think of.

  • And so they're kind of like your rich uncle who says, oh

  • that's a great idea, I'll throw some money behind that.

  • They usually invest at a very early stage.

  • So those are probably the people

  • we would go to initially.

  • And then we'll talk to the people after that, the other

  • types of venture capitalists.

  • But in general, venture capital can

  • meet a lot of things.

  • But it means someone who's going to give you money.

  • They're going to take a stake in your company and hope that

  • your-- they give you enough money to kind of get your

  • venture going.

  • To kind of start your business.

  • So let's say we go to an angel investor, and we say hey,

  • angel investor, don't you think this is a great idea?

  • We're going to sell socks online.

  • You know, socks are something people run out of every week,

  • we can even do subscriptions for socks.

  • You get 10 pairs of month, et cetera, et cetera.

  • You can give them as gifts.

  • All of these lovely things.

  • And the first nine guys slam their doors on our face.

  • They think our business is stupid.

  • But the tenth guy says, hey you know, that's interesting.

  • So we enter into negotiations.

  • And he's like, you know what?

  • I'm going to invest. But we have to figure out what I'm

  • going to get in exchange for investing in your company.

  • How much of your company I'm going to get.

  • And so this leads to a process of valuation.

  • So let's say we say need $5 million from the angel

  • investor to get started.

  • We need $5 million-- let me write that down-- that's what

  • we say we need.

  • And that's what the angel investor says that he's

  • willing to give us, because he agrees.

  • $5 million, that's enough for us to quit our jobs, and then

  • we could all take salaries for some time.

  • We could hire a bunch of people.

  • We can rent office spaces.

  • Do everything you need to do to start a company.

  • And $5 million will support that for, I don't

  • know, a year or two.

  • I don't know, depending on how many expenses we have.

  • But the question is, what does he get for that $5 million.

  • So in order to come to that conclusion, you have to

  • determine what is what we had before he came to the picture

  • worth, right?

  • Notice, when I did this balance sheet I didn't even

  • write what these assets are worth.

  • What is this worth?

  • And this value, this is called a-- well in general, whenever

  • you're valuing anything, it's called a valuation.

  • And since we want to know what this is worth-- this is before

  • we got any kind of money from investors-- this would be

  • called a pre-money valuation.

  • And I'll show you why that matters in a second.

  • Because, if us and this angel investor agree that this-- our

  • assets before we go to them-- are worth $5 million.

  • So if we agree that they're worth $5 million-- let me draw

  • that so, what color was I doing that in?

  • It was in yellow-- so if we agree-- let me draw it a

  • little bit smaller-- essentially it's just an idea,

  • and then we have the shares, a million shares.

  • Of that million, I have 200,000.

  • The other 800,000 are with my friends.

  • These are one million shares total, or shares outstanding.

  • So if this idea-- we agree with the angel investor-- if

  • we agree this is worth $5 million.

  • So everything we have today is worth $5 million.

  • Then when he gives us another $5 million,

  • that's an asset, right?

  • We'll have $5 million in cash.

  • So he'll give us another $5 million.

  • He'll essentially get 50% of the company.

  • He'll get all of these shares up here.

  • Now how does that work out?

  • Well if you think about it, this is the post-money

  • company, right?

  • So let's think about it a couple ways.

  • This is $5 million.

  • That's the idea.

  • What is the $5 million worth?

  • That's not a trick question.

  • That's worth $5 million, right?

  • It's worth $5 million.

  • So what is the post-money valuation?

  • When we talk about valuation we're talking about the value

  • of the assets, especially because we're not dealing with

  • any debt right now.

  • Everything on the right-hand side is equity,

  • so this is all equity.

  • Let me write that, no liabilities yet.

  • And in general, when you're doing a startup company, if I

  • want to start socksonline.com, and I go into my local bank

  • and say, hey give me a loan, they're just

  • going to turn me away.

  • Because if you have a venture that really doesn't exist yet

  • and has no cash flow, they know that you're not going to

  • pay the interest on the debt, so you're not going to even be

  • able to raise debt until you are a more mature company.

  • Or until you-- maybe you could post some collateral.

  • And I'll talk more about that.

  • Maybe you could say hey, I'll use my house.

  • If I don't pay the debt, you can take my house, or

  • something like that.

  • But for the most part we don't want to do that.

  • So the only way to raise money at this early stage is by

  • issuing equity.

  • So going back to what we were talking about, what is the

  • post-money valuation?

  • We said before any of this stuff on the top existed, the

  • pre-money valuation of just our idea was $5 million.

  • Now, the angel investor, if we value this at $5 million,

  • he'll give us $5 million more.

  • What is the total value of all of the assets now?

  • Well if we said this was $5 million, that's just something

  • we agreed with.

  • This is worth $5 million.

  • So the combined assets, if you believe that this is worth $5

  • million, is now $10 million, right?

  • And this would be the post-money valuation.

  • And if you think about it, if you think about the company in

  • this form right now, we-- me and my buddies-- we've

  • contributed half of the value of the company.

  • And this rich guy, he's contributed the other half of

  • the company.

  • So it makes sense that he has 50% of the company.

  • So how is that going to work?

  • Well, I don't give away any of my shares, and neither are any

  • of my friends.

  • They're all going to keep their shares.

  • So we had five chunks of $200,000 that went-- 200,000

  • shares that went to each of us.

  • All right, that was buddy one, two, three, four.

  • So what we'll do is, we'll actually issue another million

  • shares and give it to this rich dude.

  • So this is another one million shares.

  • So as the company board, you can actually authorize to

  • create shares.

  • And that's what we did, and we essentially sold those shares

  • for $5 million.

  • So now instead of having one million shares, you have two

  • million shares.

  • So something interesting here, and some people often talk

  • about the notion of dilution, right?

  • Because before, I had 200,000 out of a million shares.

  • So before, I had 20% of the company.

  • And now what do I have?

  • Well we've essentially doubled the share count, so now I only

  • have 10% of the company.

  • So some people say, oh you know what, my share of the

  • company got diluted.

  • But it really isn't the case, because the company has gotten

  • all this cash.

  • I now own 10% of something that's twice as valuable, as

  • opposed to 20% of something that's half as valuable.

  • If you really believe that, then this

  • was no change, right?

  • I now own 10% of ten million, which in theory should be

  • worth a million dollars.

  • Before I owned 20% of five million, which was also worth

  • a million dollars.

  • So if you believe these valuations, I

  • probably-- I'm neutral.

  • And we're going to put this $5 million to work.

  • And actually let me take a step-- actually no, I just

  • realized I'm out of time.

  • Let me continue this in the next video.

Let's say I'm hanging out with my buddies one night and we

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    kstmasa 發佈於 2021 年 01 月 14 日
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