A few weeks ago I was introduced to a young woman, Marie, who had invested $5000 into her friend’s music production startup. The terms of her investment were as follows:
1) she would receive 1% of the company’s gross revenue ad infinitum, paid quarterly
2) she would be guaranteed to recoup her $5000 in a lump sum payment after 6 years if it had not been paid back through quarterly earnings
Her question: “My friend’s father has been urging me not to call the $5000 note next year. He says that the company is posed to take off. It just needs a little more time.
What should I do?”
Before responding lets go over the details again and see if it makes sense. We are about to enter the world of company valuation. She paid $5000 for a 1% stake in the company on day 0. So what is the company’s market value? If 1% of the company was valued at $5000, then 100% of the company would be worth $500,000. A company’s initial valuation is not set in stone, rather, it is negotiated between the owners and the investors. By agreeing to the terms, Marie confirmed that, to her, the startup was worth $500,000.
Next we need to define what stake she has in the company: is it debt or equity? Debt implies a liability and enforcement of repayment. Equity implies ownership and offers no promise or reimbursement. Which does Marie have? The promise of 1% of gross revenue in perpetuity tells us that it is equity. The promise to repay in year 6 is a clear liability. So in reality she has both equity in the company and a $5000 receivable.
So should she call the receivable? For the following five years, the record studio posted the following earnings:

Can you dissect these results like a financial archaeologist? What happened? The owner’s father appealed to her, “we are looking at getting some venture capital money. We just need to keep things going until then.” What should she do?
The “solution”
The story told is a typical one in the music production industry. The entrepreneur had a friend with some money who needed an album, but after that the connections dried up. For the next four and a half years the business limped by doing off-the-street recordings for walk-ins. Growth is flat. Total earnings have been about $25,000. This company has no future.
As for getting VC money, that too is impossible. The company’s financial structure is toxic to VCs. With Marie receiving 1% of the company’s revenue in perpetuity, no matter how much they invest she will benefit. For example, even if they pump $50M into the venture and make it a powerhouse doing $40M / year in recording, Marie would still be entitled to $400,000 of that income. This company is “unfinancable.”
The correct way to structure a startup involves shares. An investor buys X shares for Y dollars. Dividends are then paid on shares. This allows future investors to come in and be properly compensated. I will talk about raising capital for startups in a future article.
So what does the future hold for Marie’s investment? The prospects look bleak. The company has barely made enough in 5 years to service her debt and, if she only owns 1% of the company, how will it service all of its notes? It is no coincidence that the owner’s father is courting people not to call their notes. Doing so would bankrupt the company. I advised her to contact the CFO immediately and attempt to settle the note for $2000 - only 40% of its face value. If she waits until next year, she will receive nothing along with her fellow investors.