After years of penalizing players for showboating after a score, the NFL has finally let up on its strict endzone celebration rules. ESPN sat down with a player who knows the drill all too well to get his opinion, and to announce his un-retirement.
Comic for September 11, 2017
Open Source: nopCommerce is a Powerful Yet Easy-to-Use Online Shop System
The search for the right shop system is often a tedious one. Which system is suitable, and offers all the functions and options that I need? nopCommerce stands out here, due to its comfortable, straightforward and clean interface and beautiful shop designs. Thus, it’s worth taking a look at this e-commerce system, which is also in use by several popular brands. nopCommerce is distributed as open source.
Safe, Stable and Expendable
With over 27,000 installations, nopCommerce is pretty popular. The system has been in development since 2008 and is currently available in version 3.90. With all that experience and success, it is understandable that the developers are confident enough to state that nopCommerce is one of the safest and most stable e-commerce systems out there.
In addition to the already vast scope of functions, there’s a marketplace that lets you expand nopCommerce in any way you like. For instance, you’ll find market themes to give your shop a new look, as well as many functional extensions.
Among other things, you’ll find widgets that allow you to promote offers or price reductions. You can add different payment methods, and add services for parcel delivery. Many extensions are free; some have to be paid for. The selection is broad and leaves little to be desired.
Download and Installation
The source code of nopCommerce has an impressive weight of 115 MB. After a free registration, download said code as a zipped archive. Since nopCommerce was developed using ASP.NET, a Windows server with IIS is required. MS SQL is the only possible database system.
Microsoft’s web platform installer easily installs nopCommerce on your server. Aside from the front end with the shop, there’s a capable, feature-rich, yet clean backend to manage your products, orders, and customers.
Extensive Product Management With Many Features For Clients
A comfortable and powerful product management is essential for any online shop. nopCommerce not only allows you to add meaningful images and descriptions to products, and categorize them. It also lets you set up a product in different versions. This means that a shoe in different sizes only needs to be created as a product once, and then you get to define the various characteristics of that shoe. These can be the already mentioned different sizes, colors, or materials. Price adjustments for individual versions are possible as well.
Tracking the stock is another important aspect of a working e-commerce system. With nopCommerce, you get to choose if you want the stock to be tracked for every single product. Of course, with products in different versions, you get to manage the stock separately for each version.
To simplify shipping, there’s also an option to enter the measurements and the weight of the product.
Digital Products For Download
When working with digital products like e-books or music, nopCommerce is a well-equipped shop system for you as well. In the end, nopCommerce doesn’t care whether products are sent via email or another physical way of delivery, or made available for download after payment.
You can also sell your music via nopCommerce, for example. Each product can be labeled as a digital product. Subsequently, the respective file is uploaded, and nopCommerce takes care of the rest.
Comparing and Remembering Products
The client gains a lot of information via the many characteristics that you can add to your products. As a unique feature, nopCommerce offers a product comparison. To do that, customers select multiple products from the shop, which will then be displayed next to each other.
Those that don’t want to purchase right away can add products to a wishlist, allowing them to add them to the cart at a later point.
When a customer finds a product that one of his friends might like, he can send the link to the product page to that friend via email.
Easier and Faster Checkout
Often, the customer’s shop experience cringes at checkout. Unfortunately, this is the point where the actual purchase is made. Checkouts are too complicated or too arduous in many cases. If a customer has to go through a tedious registration process before being able to purchase anything, that alone can be a lethal obstacle.
Thus, nopCommerce took some precautions here. Aside from the classic checkout, a so-called anonymous checkout is possible, too. Of course, it’s not completely anonymous. Nonetheless, your customers can order without having to create a customer account. Personal information is only recorded for this one order.
The so-called one-page checkout unites all information for the checkout on one page, reducing the number of purchase cancellations, which are a pretty common occurrence on multi-page checkouts.
Over 50 Payment Methods
In a lot of cases, purchases in shops fail when it comes to payment. Here, every consumer has their preference on how they wish to pay. If the preferred method of payment is not included, they’ll look for another shop that accommodates their desire better. To prevent this from happening to you, nopCommerce offers more than 50 payment methods.
This includes classics, such as paying via credit card or payment on delivery. Many payment providers, PayPal, and others are included as well. If you run a brick-and-mortar store besides your online shop, you can also offer the method “pay in store.” Here, the customers order online, but pick up the product at your physical location.
Shipping and Calculation of Shipping Cost
nopCommerce also cares for shipping. The delivery costs are calculated based on the measurements and the weight of the product. This allows you to ship your product as affordable as possible.
To be able to track shipping from your shop system, you can integrate providers like UPS or DHL. To do so, you need an account with the service that the shipping is taken care off by. Then, you’ll always see the status of your shipments.
Marketing, Marketing, Marketing
Unfortunately, good products and prices alone are not enough. They also need to be communicated accordingly. Thus, marketing is of particular importance in e-commerce. nopCommerce provides plenty of options here.
One classic are bonus points that you can credit to your customers for their purchases. These points can then be spent in a future order.
Discounts and coupons are a welcome reason to revisit a shop as well. Here, you have the choice between relative and absolute discounts. It’s also difficult to imagine an online shop without the option to rate products and write reviews. And you need not, as nopCommerce covers this perfectly.
nopCommerce has many other marketing tools for you – ranging from newsletters to gift cards. In the market place, there are tons of other options as well.
Conference in November
The “nopCommerce Days” in November are a sign of how actively nopCommerce is being developed. The two-day conference deals with the current and future development of the e-commerce system. Aside from technological aspects, like the optimization of 3rd party extensions, and the integration into WordPress, the question how an online shop can be turned into a real business is one of the topics.
The “nopCommerce days” take place on the 16th and 17th of November in New York. One of the keynote speakers is Microsoft’s Scott Hanselman.
via Noupe
Open Source: nopCommerce is a Powerful Yet Easy-to-Use Online Shop System
Building an AR 15 Upper Receiver , Do-It-Yourself Guide ~ Assist Videos
by Sam Bocetta
Sam gives us the basics of building an AR 15 Upper receiver, it is a job that is easier than you may think.
USA – -(Ammoland.com)- Nosy and want to build your own AR 15 Upper Receiver from parts? Follow these expert tips and save time, money, stress, and enjoy the procedure and the creation. I will not hold anything back; stop procrastinating and start building an AR 15 Upper following this guide.
This is 2017, and the AR Upper Receiver is the buzzword in the firearms market. After eight or so tumultuous years impending gun control hanging overhead like the sword of Damocles in addition to a flourishing firearms economy, the market is teeming with AR Upper Receivers and related merchandises. Parts and fittings are relatively affordable and plenteous.
With pre-owned quality parts in abundance, putting them together and building the rifle you’ve always desired is as easy as ABC. Believe me; building your own AR Upper Receiver is not rocket science.
If you are a novice in the world of AR Upper Receivers, don’t get lost in the maze. There is an entire world of terminology, abbreviations, and alternatives for your new rifle. You need to know where to start. Don’t spend a dime before you think, or better still, learn from an expert.
Before opening your purse strings, have a clear objective in mind. Why are you building an AR Upper Receiver? Is it personal defense, hog hunting, competition or sandpit plinking? Maybe you want memorabilia you can show off to “the boys” when they come visiting.
These are all good and funky reasons to own an AR Upper Receiver; have your main objective at the back of your mind. Different parts exist to kit your AR Upper Receiver to accomplish virtually any mission you want to accomplish. Customize your rifle to address your individual needs.
Equip yourself with a strong Bench Vice, a receiver block, an armor wrench, and a barrel nut wrench based on the type of handguard or rail you have. You will use the same punch and pin holder for the bolt catch pin for the forward assist installation.
1. Building an AR 15 Upper : Install the AR 15 Upper Receiver Forward Assist
If your AR 15 Upper Receiver doesn’t have a forward assist, you have to pop it in. There is a roll-pin that holds the entire assembly in place; this is a straightforward procedure. Position the flat side towards the outside and the bowed section towards the inside. Notice the recessed section removed from the forward assist, towards the bolt carrier, place the roll pin here to prevent the assembly popping out.
Once the forward assist is properly line up, daylight will be visible through the hole; bash the pin in place using a hammer. Give the forward assist a little jiggle every once in a while, nailing the pin in place to ensure the bowed out area snuggly aligns itself with the roll pin.
2. Install the AR15 Dust Cover
The dust cover is a headache, thanks to the spring. You want to position it, so it exerts pressure to the dust cover and ensures it doesn’t block the way while firing, and this is difficult. Insert half of the retaining rod with the dust cover on the gun before positioning the spring using the retaining rod itself. The short end is on the gun while the long end is on the dust cover.
3. Install the AR Rifle Barrel
The rifle barrel of the AR Upper Receiver isn’t just screwed in place; it’s attached to an extension of the barrel that is fixed using the barrel nut. You need to apply just enough torque to the barrel for everything to fall in place; the wrong amount of torque and the gun’s accuracy is ruined.
You need a Reaction Rod for this part; it comes a part of the armorer’s package and allows you to twist the AR Upper Receiver in any direction while everything else in the barrel remains perfectly in place. Use the vice to lock the sucker down, and you’re good to go.
Ensure the Reaction Rod’s slotted end sticks out when you place the Upper Receiver on the rod. The barrel should be aligned with the slotted end before mating the Upper Receiver with the barrel extension. Look for the small notch on the upper side of the Upper Receiver, for an alignment with the pin on the barrel extension; it holds the barrel and everything else in place.
Apply some lubricant to the Reaction Rod end before it goes into the barrel. Take care you don’t scratch the barrel extension due to the small clearances.
After coupling the two parts, place the barrel nut and lock everything in place. Put in some little lubricant on the thread of the Upper Receiver to ensure the process is smooth, and prevent the two materials from gnawing into each other.
4. AR-15 Barrel Nut Installation
The barrel nut couples the Upper Receiver with the barrel and also hosts the hand guards. Different manufacturers offer different specifications and instructions with regards to hand guards; the following is a general overview.
Timing the barrel nut onto the gun is essential. Start screwing the barrel nut using your hands before applying a calibrated torque wrench. Make sure it is perfectly aligned with the gas tube hole on the AR Upper Receiver, and only enough torque is applied. Otherwise, make appropriate adjustments following specific instructions.
There are kits that use screws while others use shims; the nuts are designed for either. Using the correct kit makes it easier for you to do proper timing. When everything gets in place, it is time to fix the gas tube, the last piece of the puzzle.
5. Install the Gas Tube
The gas tube is responsible for directing hot gasses out of the barrel to the gas key at the bolt carrier group; it’s the source of the energy that powers the action. Preparing and installing the gas tube is a walk in the park.
Start by pinning the gas tube in its rightful place on the gas block. This makes it easier for gas block to slide atop the barrier and create the connection between the gas tube and the port of the barrel.
Put the gas tube in such a way that the cut on one end of its side is parallel to the hole at the lower end of the gas block, before nailing everything into place. Once again, use the armor wrench to hold in place; nothing is easier.
After you pin the block and the gas tube together, you should now move to place them atop the barrel. Make sure that you align the gas block with the hole on the barrel and that the gas tube feeds through the barrel nut onto the AR Upper Receiver.
When you place a bolt carrier inside the gas tube, it should automatically slide into the gas key with no hassle. Putting the gas block in line is the easiest part of the entire process. Block the chamber using one finger before blowing into the muzzle to check that everything is where it ought to be.
You can know when you have done the right job based on the point where the resistance is felt. You should be able to tell what part is not in place.
6. Install the Hand Guards
Once again, what you do here depends on the particular manufacturer. There are hand guards that are screwed in while others are bolted. You now want to affix the hand guard on the barrel nut securely, and you are home and dry. (see related: Five Best Handguards )
7. Enjoy Your Handy from Building an AR 15 Upper.
Now that you identify the different parts of an AR Upper Receiver, and the steps to follow while building an AR 15 upper on your own, remember a safely check its functionality. If it didn’t work out the first time round, dismantle everything and give it a fresh start. Remember to check your State Laws with regards to firearms.
About Sam Bocetta:
Sam Bocetta is a retired engineer who worked for over 35 years as an engineer specializing in electronic warfare and advanced computer systems. Sam now teaches at Algonquin Community College in Ottawa, Canada as a part time engineering professor. He’s also a writer at Gun News Daily, his favorite rifle is the AR-15.
This post Building an AR 15 Upper Receiver , Do-It-Yourself Guide ~ Assist Videos appeared first on AmmoLand.com Shooting Sports News .
via AmmoLand.com Shooting Sports News
Building an AR 15 Upper Receiver , Do-It-Yourself Guide ~ Assist Videos
Why RSS Still Beats Facebook and Twitter for Tracking News
You’d be forgiven for thinking RSS died off with the passing of Google Reader, but our old friend Really Simple Syndication (or Rich Site Summary) still has a role to play on the web of 2017. It’s faster, more efficient, and you won’t have to worry as much about accidentally leaking your news reading habit to all your Facebook friends. Whether you’ve never heard of it before or you’ve abandoned it for pastures new, here’s why you should be using RSS for your news instead of social media.
What is RSS?
For the completely uninitiated, RSS is just a standardized way of presenting text and images in a feed that can be used by a variety of apps and web services. It is just like how Twitter has a standard way of presenting text and images that all the various Twitter clients understand. Sites follow the rules for publishing their articles via RSS, and RSS readers follow the rules for presenting the information and laying it out.
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RSS requires some effort from publishers to cobble together an active RSS feed for their site, but the smartest RSS readers out there can often piece together a feed from new articles on a site even if there isn’t a dedicated RSS channel. Reader apps, like Feedly or Reeder, present new articles in a summarized, chronological list, usually in shortened versions that can then be expanded on the main source site.
Everything all of the time
One of the main reasons RSS is so beloved of news gatherers is that it catches everything a site publishes—not just the articles that have proved popular with other users, not just the articles from today, not just the articles that happened to be tweeted out while you were actually staring at Twitter. Everything.
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In our age of information overload that might seem like a bad idea, but RSS also cuts out everything you don’t want to hear about. You’re in full control of what’s in your feed and what isn’t, so you don’t get friends and colleagues throwing links into your feeds that you’ve got no interest in reading.
Perhaps most importantly, you don’t need to be constantly online and constantly refreshing your feeds to make sure you don’t miss anything. It’s like putting a recording schedule in place for the shows you know you definitely want to catch rather than flicking through the channels hoping you land on something interesting.
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There’s no rush with RSS—you don’t miss out on a day’s worth of news, or TV recaps, or game reviews if you’re offline for 24 hours. It’s all waiting for you when you get back. And if you’re on holiday and the unread article count starts to get scarily high, just hit the mark all as read button and you’re back to a clean slate.
The news, unfiltered
It’s certainly still possible to create a little news bubble for yourself with your choice of RSS feeds, but assuming you are enlightened enough to pick a few divergent sources, those articles come through without any kind of extra commentary or spin.
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You don’t have to read what your uncle thinks about the latest action taken by the President, or go down a rabbit hole of nested Facebook comments to get to the actual news at the bottom of it. Sure, your chosen news sources might be opinionated, but at least you’re cutting out some of the white noise on top.
As we’ve already alluded to, when you follow the news via social media, you’re relying on other people bringing you the news, unless you’re following individual news stories. RSS is like getting your newspaper of choice delivered to the front door rather than relying on heading down to the local bar to listen in on what everyone’s shouting about.
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With only one page to visit rather than dozens to catch up on, you can spend less time aimlessly drifting around and more time catching up on the posts that matter.
It’s not just for news
News is the primary driver behind RSS and most of your feeds are going to be populated with dozens of new articles a day, but the technology also proves its worth for keeping track of other stuff you’d typically miss on social media. Maybe that might be new wallpapers on your favorite art site, or an obscure blog you don’t want to miss a post from.
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You can find RSS feeds for weather updates, new versions of apps, keyword alerts on search engines, new videos on your favorite YouTube channels, and even recent changes to the Netflix catalog. Basically anything you might want to keep track of and not miss because of the cacophony of voices on social media, RSS can help out with.
The always-useful IFTTT (If This Then That) is fluent in RSS, giving you even more ways to make use of RSS. You can build applets to generate tweets or Facebook posts or Instagram updates from a particular feed. Zapier is another service that can take RSS feeds from anywhere in the web and plug them into other apps and platforms.
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Take a tour around the web and you’re going to find RSS in more places than you expected, whether that’s subreddits or users on Reddit, categories on Craigslist, or podcasts on SoundCloud, and your RSS reader of choice will be able to handle it all.
Finding an RSS reader
Speaking of RSS readers, we can’t give you a full rundown of all the different apps out there, but we can recommend a handful. Digg Reader sticks to the basics but does them well, letting you bookmark articles for later reading and surfacing popular content from the rest of the Digg network (if you’re interested in seeing it).
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Feedly is a more comprehensive option, especially if you opt for the paid-for Pro version, with mobile apps and topic boards, and an appealing-looking layout that you can customize in various ways depending on how quickly you want to power through your feeds. Feedly also boasts plenty of third-party integrations, including IFTTT.
Meanwhile Panda is a clean and relatively young news aggregator, that works on the web and comes with a host of different layout options to choose between. It’s not quite as powerful as some of the other options out there, but Panda is promising plenty of plug-ins and new features on the way in the not-too-distant future.
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Since Google Reader’s demise, the RSS reader scene has been quite a chaotic one, so before you invest in a client app to call your own, make sure you can export your feeds at a later date if you want to be able to take them elsewhere.
via Gizmodo
Why RSS Still Beats Facebook and Twitter for Tracking News
It’s time to build our own Equifax with blackjack and crypto
The private data of 143 million Equifax “customers” is now available for download. Have no doubt: This means you will be hacked. This means your SIM card can be spoofed. This means someone will try to get into your email and online accounts. This means someone will try to open a credit card in your name. This crass, callow, and lazy treatment of our digital personae cannot stand. Equifax – and every company that dumps data like an airplane toilet dumps chunks of frozen urine – must face a reckoning.
First, we cannot allow our most precious data to be accessible via the last four digits of our social security number. Any new company that does this should be shut down. Once I tell a customer service representative the last four digits of my SSN – I just did it a moment ago with an insurance company and it sprang open my personal data like a cheap padlock – I’ve lost all security. That CSR can use my data. Someone can overhear my weak PIN. What’s worse, I use that PIN everywhere. Entering my SSN into a random form field on some well-meaning site means I’ve essentially written the password to most of my personal data on a busy highway overpass. These places are that insecure.
We must look outside the US for leadership. Estonia, for example, has already released a number of solutions to this problem including a cryptographically secure ID card. This card connects to our computers and unlocks our data. Without it no one can access our data. An even easier solution could include government-provided 2-factor ID generator. These are cheap and portable and rugged and far more secure than any static number. Further, we must also outlaw SMS two-factor authentication. In fact, thanks to the data stolen from Equifax, that process can be easily broken by (you guessed it) telling a CSR the last four digits of our Social Security Number.
Ultimately we must hold these companies accountable. Target loses your data? Don’t shop at Target. Trump Hotels dumps your credit cards for the third time in two years? Maybe AirBnB is for you. Equifax dumps your social security number? Don’t depend on their data for your products.
We must create new, secure methods for cryptographically securing our data. We must make it so that a hacker with a fast connection and knowledge of the tar command cannot drag our data off of a secure server.
Equifax, for its part, has all but given up. Their security site – a site where you type in the last six digits of your SSN and your last name to see if you’ve been hacked – seems to be down and/or attacked by phishing scammers. This kind of technical incompetence is disgusting.
Mistakes happen. Unfortunately, they tend to matter more at the very organizations where time, ineptitude, and complacence have reduced data security to a tertiary concern, well under “deciding what’s for lunch” and “increasing shareholder value.” These old organizations – Equifax was founded in 1899 and hasn’t changed much since inception – must die, to be replaced by solutions that (and I shudder to say this) blockchain-based. I shudder because I know that the dangers to our data are far more expansive if we hand them over to the cryptoratii but, ultimately, this must be the way we go.
There is precedent for this sort of technological shift. Twenty years ago if you told a CTO that she would one day pick a homegrown operating system full of bugs and spaghetti code over Microsoft she would have laughed you out of the office. “No one gets fired for buying Microsoft,” was the old saying. Now if you recommended a Windows installation over spinning up a few Ubuntu instances on Heroku you’d be considered a madman.
In short, it’s time for those who are careless big data to die. It’s up to you, the entrepreneur, to offer true and viable alternatives. Because losing your personal data is awful the first time but when it happens again and again there has to be a better way.
“There’s an old saying in Tennessee,” a wise man once said. “Fool me once, shame on you. Fool me [twice] you can’t get fooled again.”
I, for one, am done getting fooled.
via TechCrunch
It’s time to build our own Equifax with blackjack and crypto
Cap tables, share structures, valuations, oh my! A case study of early-stage funding
For many entrepreneurs, especially first-time founders, raising outside capital can be daunting. Between all of the new vocabulary — like “term sheets,” “capitalization tables,” “pro rata” and different valuation metrics — and the very real legal implications of the agreements being signed, it’s easy to get overwhelmed.
When you’re first starting out (or just need a refresher), it’s often best to learn from examples. So, that’s what we’re going to do today. We’re going to explain the basic mechanics of the first rounds of funding, some of the key terms involved and how different types of financial instruments and deal structures work. Let’s start a company and build a capitalization table! And, for the sake of keeping this accessible, we’re going to try to keep the terms simple.
(Also note: All companies and funds mentioned in this article are fictitious and presented for the sake of example. Any resemblance to real firms is purely coincidental.)
Founding a new company
Let’s start at the beginning. Imagine two founders, Jack and Jill. Their idea: The Internet of Wings, a buffalo chicken restaurant featuring drone delivery to all of Silicon Valley and beyond.
They work with a lawyer to set up a corporation. The two decide to split their stakes at a 60-40 ratio, with the majority going to Jill because she’s going to serve as CEO and has the technical background to make the scalable part of the business — drone-based delivery — a reality. They also decide to set aside 20 percent of the shares in an equity pool for future employees. So, here’s how the ownership stakes break down at the start:
- 48 percent to Jill
- 32 percent to Jack
- 20 percent for an employee pool
Internet of Wings Inc. (abbreviated IoW, like IoT, but involving poultry) was established as a Delaware C corporation — the standard type of legal entity for venture-backed startups — with 10,000,000 shares of Common Stock outstanding, issued at a par value of $0.001 per share. With this, in the eyes of the law, the company is now valued at $10,000. Here is the capitalization table for the company at this point:
Jack sets to work developing a chicken sandwich that appears to be lovingly hand-crafted, even when produced at industrial scale. And he may or may not have taken “inspiration” from Apple’s patented pizza boxes when creating packaging to keep the sandwiches intact and warm, but not soggy, during the short airlift from IoW’s rented kitchen space to the customer. Meanwhile, Jill hacks together a drone capable of flying chicken sandwiches hither and yon.
After months of working nights and weekends, they go to a park — their Kitty Hawk — and successfully make their first flight, which was captured on video and subsequently went viral on Periscope. With demonstrated demand for the novel idea but no cash to cover the costs of the business, Jill determines it’s time to raise some outside capital in a seed round.
Seed-round dynamics
Seed rounds come in two main flavors: priced and unpriced. A priced seed round is much like any other round of funding in that the company is given a valuation, and shares in the company are purchased for cash by investors at a price determined by that valuation.
But today, due to their popularity relative to their priced cousins, as well as their unique structures and financial instruments, we’re going to focus on unpriced seed rounds in this section.
As the name suggests, in an unpriced round, the company is not given a valuation, and the investor isn’t necessarily purchasing a known amount of equity at the time of investment. Rather, it’s an agreement between the investor and the company to issue shares in a future, priced round in exchange for an infusion of cash at the time the unpriced Seed deal is struck.
The two most common financial instruments used in unpriced seed rounds are convertible notes and so-called Simple Agreements for Future Equity (or “SAFE notes”). A convertible note is a financial instrument that is issued first as debt, but then converts to equity under predetermined conditions, such as raising a priced round. A SAFE note is like a convertible note, except it’s not a debt instrument, meaning that SAFE notes don’t carry an obligation to pay interest. Introduced in late 2013 by Y Combinator, the prominent Silicon Valley-based incubator program, SAFE notes are generally thought to be more founder-friendly than convertible notes precisely because they aren’t treated like debt, so they don’t have a maturity date or interest payments associated with them. And as an added point of convenience, the agreements tend to be short, and there are comparatively fewer terms for founders to negotiate.
Risk management
Because seed investors take on a lot of risk by investing in very early-stage companies, they’ll oftentimes add a number of provisions to their investment agreements to ensure they get a sufficiently large piece of the company to justify that risk. Two of the most common provisions in unpriced rounds are “discounts” and “valuation caps.”
True to its name, a discount provision grants investors the right to purchase shares at a discount from the price of shares in the next funding round. In this case, the next round is Series A, which is typically the first priced funding round a company experiences (and the point at which the convertible note or SAFE would convert to shares). Separately, a valuation cap puts a ceiling on the valuation of the company such that the investor can ensure they get a certain percentage share of a company. This helps prevent a runaway valuation from squeezing the percentage share they’d be able to purchase in the company.
The seed deal
Back to Jack and Jill. They decide to raise capital in an unpriced seed round for their startup. They figure they need to raise $5 million to get their company off the ground. After soliciting introductions from their network, and lots of back and forth, they find two investors eager to commit the entirety of the round.
Opaque Ventures agrees to a $2.5 million SAFE with a 20 percent discount provision, and BlackBox Capital will invest $2.5 million in a SAFE that has a $10 million valuation cap on the company’s pre-money valuation. Agreements are signed, money is wired to the company’s bank account and Jack and Jill resume the process of building their venture.
It’s important to note that at this time no new shares have been created, and the value of the company remains the same because, again, this is an “unpriced” round where no new value is assigned.
Series A dynamics
Fast-forward 18 months. Business is booming, with a fleet of drones buzzing all around the Bay Area delivering chicken sandwiches to hungry customers. Jill and Jack have marshalled the financial resources from their seed round well, having invested heavily in R&D, a few good engineering hires and a few agreements with drone manufacturers overseas. But despite rapid growth, the company isn’t profitable and only has eight months left before it runs out of cash.
It’s time to raise a Series A round. If a company hasn’t already raised a priced round, Series A is typically when the shares of a startup receive their first valuation.
Amongst venture capitalists and other startup investors, it’s common to hear two types of valuations mentioned: “pre-money” and “post-money.” Put simply, a pre-money valuation is the value of the company prior to (hence “pre-”) the round’s infusion of capital. The post-money valuation is the value of the company after the round is complete, and it’s usually calculated by adding the amount of money raised in the round to the pre-money valuation.
The deal
Jack and Jill went to Sand Hill to raise their Series A. They want to raise $7 million. They meet with many, many investors, and ultimately work out a deal with two new firms. One of their previous investors, BlackBox, opted to participate in the round. Here’s the breakdown:
- Cormorant Ventures will lead the round by investing $4 million
- Provident Capital is participating with its investment of $2 million
- BlackBox Capital rounds out the round with $1 million
Analysts at Cormorant Ventures determine that Internet of Wings Inc. is worth $15 million prior to any investment. This is its “pre-money valuation.” Although it’s tempting to think that the company’s post-money valuation would be $22 million (by summing the pre-money valuation and the amount being raised here) we’ll see that the post-money valuation is actually a bit higher due to the discount and cap provisions used by the seed investors.
The final signing of checks and legal paperwork sets off a cascade of conversions and capitalization table adjustments as the company issues new shares to its investors.
Seed conversions
Let’s start with our seed investors whose investments will convert to equity at this stage.
Opaque Ventures invested $2.5 million in a SAFE with the ability to purchase shares at a 20 percent discount to the pre-money valuation at Series A. The Series A price is $1.50 per share ($15 million pre-money valuation divided by 10 million shares, the number of shares originally created when the firm was incorporated, which we noted earlier), so at a 20 percent discount ($1.20 per share), Opaque Ventures’ $2.5 million investment converts to 2,083,333 shares ($2.5 million divided by $1.20 per share) valued at $3.125 million, a 1.25x multiple on invested capital.
In the seed round, BlackBox Capital invested $2.5 million in a SAFE with a valuation cap of $10 million. This allows them to purchase shares at $1.00 per share ($10 million cap / 10 million shares outstanding), resulting in the purchase of 2.5 million shares from their seed investment. At the new $1.50 share price, BlackBox Capital’s seed investment is now valued at $3.75 million, a 1.5x multiple on invested capital.
Series A investors
At a Series A stock price of $1.50, Cormorant Ventures purchased 2,666,666 shares with its $4 million investment. Provident Capital purchased 1,333,333 shares with its $2 million investment. And with its $1 million follow-on funding in the Series A round, BlackBox Capital purchases an additional 666,666 shares of Series A stock.
Ownership breakdown
Here’s how the ownership of the company breaks down after the Series A round. Let’s start first with our capitalization table after the Series A funding round is complete:
The post-money valuation of the company after raising its Series A round is roughly $28.875 million. Recall our temptation to say the post-money valuation should be $22 million ($15 million pre-money valuation plus $7 million raised in the round), but that would be incorrect in this case.
Clauses like valuation caps and discounts allow investors to purchase shares at a price lower than the prevailing price per share. This increases the number of shares they are able to purchase, and thus results in more shares being created.
To further illustrate that, let’s think about what would have happened if IoW’s seed investors didn’t implement caps or discounts. They would have been issued stock at the regular share price of $1.50 and, accordingly, wound up with a smaller percentage of the company. The terms they put into their investment agreements both raised the post-money valuation of the company by generating more shares and served to give these investors a larger chunk of the company than they’d otherwise be entitled to if they purchased shares at the $1.50/share price paid by Series A investors.
Here’s the percentage breakdown of the company’s different share classes between seed and Series A rounds:
One of the other important things to note is that, on a percentage basis, Jack, Jill and the employee equity pool’s relative share of the company has decreased on a percentage basis. This is known as dilution. Financially, dilution isn’t really a big deal, because even a shrinking slice of the proverbial pie is still valuable if the size of the pie — the value of the company — continues to grow. For example, although holders of Common Stock own just 52 percent of the company after its Series A round, their collective stake is now valued at $15 million. And so long as share prices continue to increase in subsequent rounds, the value of their stock will continue to increase, as well, even as they continue to be diluted.
(Down rounds flip the math here, both diluting current shareholders and driving down the value of their stake. More on that in a coming piece.)
Where dilution does matter, though, is in the control and voting structure of the company. In most voting agreements, voting power is often tied to the number and type of shares held by a given shareholder; founders and other investors can find themselves outnumbered during key votes as their percentage ownership of the company is diluted. This is the principal reason why many investors include anti-dilution provisions — to maintain their control in a company.
What we learned
Raising outside money is one of the more esoteric aspects of being an entrepreneur, but it doesn’t need to be confusing. Although we used relatively simple terms here, we discussed the differences between pre- and post-money valuations, saw how different types of deal terms affect valuation and percentage ownership and explained how raising new rounds of funding can lead to dilution of founders’ and early investors’ stakes in a company over time.
Things are often considerably messier in the real world, but the underlying mechanics discussed here still hold.
Top image credit: iStockPhoto / gorodenkoff
Wing-Drone Image: Li-Anne Dias
via TechCrunch
Cap tables, share structures, valuations, oh my! A case study of early-stage funding
T-Mobile bundles Netflix subscription with unlimited One family plans
T-Mobile has announced that starting Sept. 12, people subscribed to the company’s unlimited One family plans will get access to Netflix for free, in a twist that could be meant to lure "iPhone 8" buyers.
via AppleInsider
T-Mobile bundles Netflix subscription with unlimited One family plans
Ben Baker, Owner of Cigar Box Nation
We have hired an editor to edit the Cool Tools podcast. It costs us $300 a month. So far, Cool Tools listeners have pledged $255 a month to the podcast. Please consider supporting us on Patreon. We have nice rewards for people who contribute! – MF
Our guest this week is Ben “Gitty” Baker. Ben fell in love with the idea that anyone, anywhere can build their own musical instrument and make music on it. His company was founded to spread that message all around the world.
Subscribe to the Cool Tools Show on iTunes | RSS | Transcript | Download MP3 | See all the Cool Tools Show posts on a single page
Show notes:
12-ounce Brass Head Dead-blow Fretting Hammer ($14)
“I got to thinking, ‘What tools am I always reaching for when I’m there at the bench, building a new cigar box, guitar or other instrument?’ This little hammer is a dead-blow hammer, which means the head is filled with a metal shot. So when you strike something, it doesn’t have that bounce and recoil that a standard hammer will. One of the heads is brass, and the other head is kind of the molded plastic that the rest of the hammer is, and it’s great for more gentle tapping or hammering. You know, most people have a hammer of some sort, but with that hardened steel head, you can dent softer metals. You can dent wood. Having a little more, shall we say, gentle method of persuasion, is handy at the work bench. I always find myself reaching for one of these.”
CigarBoxGuitar.com
“[This] is a site that I created and have built up full of free how-to information, related to cigar box guitars and other homemade instruments. We’ve got how to build them, how to play them. We’ve got modern plans and blueprints. We’ve got historic plans and blueprints. We’ve got photo galleries of famous celebrities holding and playing cigar box guitars. So, my goal with that was to make it the one-stop resource and knowledge base for the entire homemade instrument movement and it’s been a work in progress over a few years, but there’s a lot of great stuff on there.”
Tablature
“Tablature is a way of depicting where you put your fingers on a fretted instrument neck to play your particular tune. So, usually there are horizontal lines that represent the strings on an instrument, and then there are numbers that get placed on those lines that indicate what fret you place your finger on to play a particular note. And the number of horizontal lines depends on what instrument it’s written for. So, a conventional six-string guitar will have six lines. A three-string cigar box guitar will have three, and so forth… It’s a much easier and more approachable and accessible way for a beginner to start playing recognizable music. They don’t have to learn musical notation, they don’t have to know what all the notes and lines and everything mean. It’s just pretty much a way of displaying ‘Put your fingers here and you’ll get a song out of it.’ So, I like it as a very accessible, kind of like an on-ramp to playing a musical instrument.”
The Cigar Box Guitar ($80)
“My favorite tool of all is the cigar box guitar. Because it’s both a tool that you make yourself and it’s a work of art that use to make more art in the form business. Or, business. In the form of music. And there are very few other tools that you can say that about.”
Watch a real-time 4K close-up video of the solar eclipse at totality
You might be getting sick of all the solar eclipse articles, but in the aftermath of last month’s phenomenon we keep running across incredible new vantage points—from this amazing (and viral) climber photo to this footage shot from a weather balloon in the stratosphere. Here is one more jaw-dropping capture.
Photographer JunHo Oh shot this 4K close-up of totality from Warm Springs, Oregon using a Panasonic GX85 attached to a 2160mm f/12 telescope and a RainbowAstro RST-150H Harmonic Drive robotic mount.
In the video above you get to watch the eclipse reach totality up close before tracing the corona in all of its solar flare-fueled glory. In the zoomed out version below you can watch the full eclipse at once. Both are worth 3 minutes of your time… and a healthy shot of awe.
via News: Digital Photography Review (dpreview.com)
Watch a real-time 4K close-up video of the solar eclipse at totality